EXLSERVICE HOLDINGS INC (EXLS)
Sector: Industrials
2026 Annual Meeting Analysis
EXLSERVICE HOLDINGS INC · Meeting: June 16, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Kapoor has served as a director since 2002 and as CEO since 2008; EXLS's 3-year stock return of -10.1% is only 16.3 percentage points below the peer group median of -26.4%, which does not meet the 20-percentage-point trigger required to vote against under our policy, so no TSR flag applies, and no other disqualifying conditions are present.
Pandit has served since October 2018 and EXLS's 3-year relative performance versus the disclosed peer group is only 16.3 percentage points above the peer median, well inside the 20-point threshold for a negative absolute TSR period, so no TSR trigger fires; he holds no more than three public board seats and there are no other disqualifying flags.
Bartlett joined in March 2024, which is less than 24 months before the meeting date of June 2026, making him exempt from the TSR trigger under the new-director exemption; no other disqualifying conditions apply.
Fibig joined in January 2023, giving him roughly 3.5 years of tenure; EXLS's 3-year underperformance versus the peer group is only 16.3 percentage points, below the 20-point trigger threshold for a negative absolute TSR period, so no TSR flag fires and no other disqualifying conditions are present.
Geraghty joined in October 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; no other disqualifying conditions are present.
Pipes has served since January 2021 and EXLS's 3-year stock return underperforms the peer group median by only 16.3 percentage points, which is below the 20-point trigger for a negative absolute TSR period; she chairs the Audit Committee and has clear financial expertise as a former CFO of Deloitte Consulting, and no other disqualifying conditions are present.
Williamson joined in June 2023 and EXLS's 3-year peer-relative underperformance of 16.3 percentage points is below the 20-point threshold required to trigger a no vote; no overboarding, attendance, or other disqualifying issues are present.
All seven director nominees receive a FOR vote. EXLS's 3-year stock return of -10.1% trails the disclosed peer group median of -26.4% by only 16.3 percentage points, which is below the 20-percentage-point trigger required under our policy for companies with a negative absolute 3-year return. Two directors (Bartlett and Geraghty) joined within the past 24 months and are exempt from the TSR test entirely. No overboarding, attendance failures, independence violations, or other disqualifying flags are identified for any nominee.
Say on Pay
✓ FORCEO
Rohit Kapoor
Total Comp
$16,201,761
Prior Support
96%%
The CEO's total reported compensation of approximately $16.2 million is within a plausible range for a technology-sector CEO running a $4.8 billion company with 14% revenue growth, strong earnings improvement, and 95% of pay at risk. The pay mix is strongly performance-oriented — 86% of CEO pay is equity and only 5% is fixed base salary — well above the 50-60% variable pay threshold required by our policy, and the program uses multi-year performance metrics tied to revenue growth and relative total shareholder return over a three-year period. Prior shareholder support was 96% at the 2025 annual meeting, signaling broad investor approval of the compensation structure, and the company maintains a robust clawback policy, stock ownership requirements, and anti-hedging rules, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$2,122,000
Non-Audit Fees
$203,000
Non-audit fees (tax fees of $14,000 plus all other fees of $189,000, totaling $203,000) represent approximately 9.6% of audit fees of $2,122,000, well below the 50% threshold that would trigger a concern about auditor independence; Deloitte has served since February 2018, giving it roughly 8 years of tenure, far below the 25-year threshold; and there are no disclosed material financial restatements, making a FOR vote appropriate.
Overall Assessment
The 2026 EXLS annual meeting presents three standard proposals: a director slate of seven nominees, auditor ratification of Deloitte, and an advisory say-on-pay vote. All proposals receive a FOR vote — the director TSR analysis shows EXLS only trails its peer group median by 16.3 percentage points over three years, below the policy trigger, Deloitte's non-audit fees are a modest 9.6% of audit fees with only 8 years of tenure, and the CEO compensation program is heavily performance-weighted with strong prior shareholder support of 96%.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing