ExlService Appoints New Chief Legal Officer

TL;DR

EXLS names Sarah E. Calder as new CLO, starting March 4th with $425k salary + $1M stock award.

AI Summary

ExlService Holdings, Inc. announced on March 1, 2024, the appointment of Sarah E. Calder as Chief Legal Officer and Corporate Secretary, effective March 4, 2024. She will receive an annual base salary of $425,000 and be eligible for the company's annual incentive plan. Additionally, Calder will receive a restricted stock unit award valued at $1,000,000, vesting over three years.

Why It Matters

The appointment of a new Chief Legal Officer is a significant leadership change that could impact the company's legal strategy and corporate governance.

Risk Assessment

Risk Level: low — This filing primarily concerns an executive appointment and compensation, which typically carries a low inherent risk.

Key Numbers

• $425,000 — Annual Base Salary (For new Chief Legal Officer Sarah E. Calder)
• $1,000,000 — Restricted Stock Unit Award (Vesting over three years for Sarah E. Calder)

Key Players & Entities

• ExlService Holdings, Inc. (company) — Registrant
• Sarah E. Calder (person) — Appointed Chief Legal Officer and Corporate Secretary
• $425,000 (dollar_amount) — Annual base salary for Sarah E. Calder
• $1,000,000 (dollar_amount) — Value of restricted stock unit award for Sarah E. Calder
• March 1, 2024 (date) — Date of Report
• March 4, 2024 (date) — Effective date of Sarah E. Calder's appointment

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share EXLS NASDAQ I
• $215,000 — utive directors are eligible to receive $215,000 in equity valued at the time of grant.

Filing Documents

• tm248263d1_8k.htm (8-K) — 31KB
• tm248263d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-031893.txt ( ) — 218KB
• exls-20240301.xsd (EX-101.SCH) — 3KB
• exls-20240301_lab.xml (EX-101.LAB) — 33KB
• exls-20240301_pre.xml (EX-101.PRE) — 22KB
• tm248263d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement of Som Mittal On March 1, 2024, Som Mittal, a member of the Board of Directors (the "Board") of ExlService Holdings, Inc. (the "Company"), notified the Board that he has decided not to stand for re-election at the Company's 2024 annual meeting of stockholders (the "Annual Meeting"), at which time he will resign from the Board and the committees on which he currently serves. Mr. Mittal's decision not to stand for re-election at the Annual Meeting did not arise from any disagreement with the Company, the Company's management or the Board on any matters relating to the Company's operations, policies or practices. Election of Thomas Bartlett as Director On and effective as of March 6, 2024, on recommendation of the Nominating and Governance Committee ("NGC") of the Board, the Board has expanded the size of the Board from eight directors to nine directors and elected Thomas Bartlett to fill the new director position, to serve until his successor is duly elected and qualified or his earlier death, disability, resignation or removal. Concurrent with his election as director, Mr. Bartlett was appointed to the Board's Audit Committee and the NGC. Mr. Bartlett has been determined to be an independent director under rules and regulations of the Securities and Exchange Commission (the "SEC") and the listing requirements of The Nasdaq Stock Market LLC. There are no arrangements or understandings between Mr. Bartlett and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Bartlett that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Bartlett will be compensated for his service as a director consistent with the compensation provided to other non-employee directors as described in the

01. Other Events

Item 8.01. Other Events. A copy of the press release announcing Mr. Bartlett's appointment and Mr. Mittal's retirement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

01. Financial Statement and

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Number Description 99.1 Press Release, dated March 7, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXLSERVICE HOLDINGS, INC. (Registrant) Date: March 7, 2024 By: /s/ Ajay Ayyappan Name: Ajay Ayyappan Title: Executive Vice President, General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR