ExlService Holdings (EXLS)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Our compensation program should deliver top-tier compensation in return for top-tier individual and Company performance, and lower-tier compensation for individual performance and/or our performance that falls short of expectations.

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “If you indicate an abstention as your voting preference for all matters to be acted upon at the Annual Meeting, your shares will be counted toward a quorum but they will not be voted on any matter.”.

b. Approved under the standard stated in the filing — “Proposal Board voting recommendation Voting approval standard Effect of abstentions (1) Routine or non-routine Effect of broker non- vote (2) 1: Election of directors FOR the election of each nominee Affirmative vote of a majority of votes cast (3) No effect Non-routine No effect 2: The ratification of the appointment of our independent registered public accounting firm FOR Majority of shares present and entitled to vote Vote against (4) Routine N/A 3: The advisory (non-binding) approval of the compensation of our named executive officers FOR Majority of shares present”.

c. Approved under the standard stated in the filing — “Proposal Board voting recommendation Voting approval standard Effect of abstentions (1) Routine or non-routine Effect of broker non- vote (2) 1: Election of directors FOR the election of each nominee Affirmative vote of a majority of votes cast (3) No effect Non-routine No effect 2: The ratification of the appointment of our independent registered public accounting firm FOR Majority of shares present and entitled to vote Vote against (4) Routine N/A 3: The advisory (non-binding) approval of the compensation of our named executive officers FOR Majority of shares present and entitled to vote Vote against (4) Non-routine No effect 4: The approval of the Fourth Amended and Restated Certificate of Incorporation to provide for, among other things, officer exculpation FOR Affirmative vote of a majority of shares outstanding Vote against (4) Non-routine Vote against (1) If you wish to abstain from voting on a proposal, you must indicate, or mark ABSTAIN, while voting.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies ExlService Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including ExlService Holdings.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.