April 6, 2022

Dear Fellow Shareholder,

Our 2021 performance reflected the strength of our strategic choices, and the relevance of our solutions to our clients as they accelerate their transformation journeys.

We have built a reputation as a trusted long-term partner for our clients by delivering measurable value beyond cost and productivity through our end-to-end, domain and process-led solutions, leveraging analytics and digital technologies. Our agility and the dedication of our more than 100,000-person global team has allowed us to rapidly meet the needs of our clients as the world continues to face unprecedented challenges.

We firmly believe that driving value for all of our stakeholders – our clients, employees, shareholders, and communities – is fundamental to our long-term success. As we continue “the relentless pursuit of a world that works better for people,” we are committed to unlocking value that will improve the world for all.

Differentiation in an expanding market

Our strategic focus on a chosen set of industry verticals and end-to-end services coupled with the targeted investments we have made in digital, data and analytics, operational excellence, and process expertise have allowed us to build the deep experience needed to help our clients navigate an increasingly complex environment.

We continue to see our total addressable market expand, driven by a set of interdependent trends: 1) the move from offline to online; 2) the virtualization of all tech, services, and solutions; 3) an accelerated movement to the cloud; 4) the exponential growth in real-time analytics; and 5) the importance of human-centric design and experience.

To respond to these trends, enterprises have realized that they need an ecosystem of partners to fully embrace disruption, meet increasing expectations from customers, and leverage talent and skills in a challenging labor market. As a result, we see both existing clients accelerating their transformation journeys with partners like us as well as new clients opening up to partnerships in order to change and transform.

We believe the key reasons clients engage with us are our demonstrated success in leading complex, end-to-end transformations leveraging digital, data, and analytics solutions, our deep understanding of industry verticals coupled with process excellence using Lean Six Sigma principles, and our culture of curiosity, courage, incisiveness, and integrity all wrapped in client-centricity.

Business highlights

Leveraging our global workforce, we partner with our clients to design innovative solutions to deliver business outcomes and build flexible operating models to create competitive advantages and generate value beyond cost and productivity.

In 2021, we continued to add new client logos and win new work with existing clients as C-suites and boards looked to accelerate their digital transformation agendas to provide better outcomes to customers, users, and employees. While we continued to see growth in our original strategic focus area of Finance & Accounting, we also saw strong momentum across newer growth areas such as Sales & Commercial, Supply Chain Management, Financial Crimes & Risk, and Financial Planning & Analysis.

During 2021, we bolstered our capabilities in experience and digital commerce, critical areas that enterprises are investing in as a response to macro trends. We use acquisitions as well as internal capability development, partnerships, and large targeted carve-outs from our clients to develop and evolve our replicable solutions, allowing us to be differentiated and win in the market.

Our people

Our people are our most valuable asset. Their agility, flexibility, and exceptional client focus allow us to deliver meaningful outcomes for our clients even in a challenging macro environment. Our global team truly embodies our purpose and relentlessly pursues better outcomes for all of our stakeholders.

Our culture of learning fuels our ability to be agile and nimble in serving clients. Powered by our online, on-demand learning platform, Genome, we provide our people with the right tools and methods to develop relevant digital transformation and other professional skills at scale. For the second consecutive year, our global workforce completed over 10 million training hours,

deepening their expertise and knowledge of the industries we serve, the outcome-focused services we offer, and critical capabilities like cloud, Lean Six Sigma, and data and analytics. Combined with our internal employee redeployment platform, TalentMatch, we successfully redeployed more than 14,000 team members in 2021 to support the changing needs of our clients.

We continue to evolve other areas of our talent management practices as well, including employee engagement, and build a more inclusive environment where our employees can thrive. We are proud to be recognized as a great destination for talent in the market with recognitions such as Forbes’ 2021 World’s Best Employers list.

In a challenging talent environment, our ability to hire, train, and manage talent at scale is a competitive advantage for us as enterprises across the globe grapple with a demand and supply mismatch for critical skills.

Financial Performance

We are pleased with our 2021 performance with meaningful expansion of our adjusted operating income margin, and revenue, adjusted diluted EPS, and cash flow ahead of our expectations.

Our analytics, digital, and consulting businesses, which make up Transformation Services, grew 33%, leading our Global Client growth for the fourth consecutive year. 36% of our total Global Client revenue came from these businesses. We often see client relationships that start with Transformation Services engagements leading to significant subsequent growth. Analytics continues to be the fastest-growing component of our Global Client Transformation Services portfolio, growing 58% in 2021, up from 29% in 2020.

Here are some highlights from 2021:

Driving total shareholder return

We returned $379 million of capital to shareholders in 2021, including approximately $80 million from our regular quarterly dividend and $298 million in share repurchases. As of December 31, 2021, our three-year total shareholder return (TSR) is approximately 102%.

Environmental, social, and governance (ESG) considerations

Serving all of our stakeholders – our clients, employees, shareholders, and the communities in which we operate – is an imperative for our long-term success. We are proud to be named a 2022 World’s Most Ethical Company by the Ethisphere Institute for the fourth time.

We are focused on attracting, building, and retaining diverse talent. For more than a decade, we have made meaningful strides in promoting a diverse and inclusive workplace, starting with gender equity, then racial equity, and since expanding to LGBTQ+ and Veterans. Around each of these programs, we are focused on attracting, building, and retaining diverse talent. We are proud of the recognitions we have received in the market for these efforts with inclusion in lists like Bloomberg’s 2022 Gender Equality Index, Refinitiv’s 2021 Diversity and Inclusion Top 100, Avtar’s Top 10 Best Companies for Women in India, and Forbes’ 2021 America’s Best Employers for Veterans.

We are committed to bettering our planet and are driving initiatives to minimize our climate impact by making our operating facilities greener through increased use of renewable energy, continuous improvement in water consumption, and minimization of waste, including the elimination of non-essential single use plastics and recycling of food waste. We expect to disclose a net zero target in 2022 after completing our Science-Based Target initiative (SBTi) assessment. We are proud to have been awarded a gold medal from EcoVadis in late 2021, recognizing our efforts across environmental matters as well as labor and human rights, ethics, and sustainable procurement.

We are excited about the role we can play to drive sustainability not only as an individual company but with our clients as well. Given our industry knowledge, strength in data and analytics, and deep familiarity with our clients’ processes, we are in a meaningful position to help our clients achieve progress on opportunity to help our clients on their own ESG journeys.

We are committed to our ESG initiatives and to sharing our progress transparently with our stakeholders. Please refer to the section titled “Sustainability” in this proxy statement for more information.

Annual General Meeting

Finally, it is my pleasure to invite you to the 2022 Annual General Meeting of Shareholders of Genpact Limited to be held on Thursday, May 19, 2022 at 1155 Avenue of the Americas, Fourth Floor, New York, NY 10036. The Annual General Meeting will begin at 12:00 p.m. Eastern Daylight Time. However, we are actively monitoring the ongoing COVID-19 pandemic and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce any additional or alternative arrangements for the meeting as promptly as practicable, which may include a change in venue or holding a virtual meeting. Please monitor our press releases at https://media.genpact.com for updated information. If you are planning to attend our annual meeting, please check the website in the days leading up to the meeting date.

The enclosed Notice of our 2022 Annual General Meeting and Proxy Statement provide important information about the matters to be considered and voted upon at the annual meeting. We hope that you will read the enclosed materials and submit your voting instructions by proxy. Voting by proxy will ensure your representation at the annual meeting even if you are unable to attend the meeting in person. The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2, 3 and 4 included in the enclosed notice.

Pursuant to the Securities and Exchange Commission rules that allow users to furnish proxy materials to shareholders over the Internet instead of a printed copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of 2022 Annual General Meeting of Shareholders. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. On or about April 8, 2022, we will mail our shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2021.

Your vote is very important to us. Whether or not you plan to attend the annual meeting, we ask that you vote as soon as possible. Please review the instructions on the Notice Regarding the Availability of Proxy Materials or, if you request printed copies of the proxy materials, the enclosed proxy card regarding each of your voting options.

Thank you for your ongoing support of and continued interest in Genpact.

Shareholders of record at the close of business on March 25, 2022 are entitled to vote at the annual meeting.

Your vote is important regardless of the number of shares you own.

We have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide many of our shareholders access to our proxy materials and our Annual Report on Form 10-K by notifying you of the availability of our proxy materials and our Annual Report on Form 10-K via the Internet. The notice and access model provides the Company with a fast, efficient and lower-cost way to furnish shareholders with their proxy materials and reduces our impact on the environment. As a result, on or about April 8, 2022, we will mail our shareholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions for how to access the proxy materials and our Annual Report on Form 10-K via the Internet (or how to request a paper copy) and how to vote online. We will also deliver printed versions of the proxy materials to shareholders who request paper copies of the proxy materials. On the date of mailing of the Notice, all shareholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice and in the proxy statement. These proxy materials will be available free of charge.

Whether you expect to attend the annual meeting or not, please vote your shares online or, if you request printed copies of the proxy materials, by mail or telephone. Your prompt response will ensure that your shares are represented at the annual meeting. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by following the procedures described in the accompanying proxy statement.

Please let us know if you plan to attend the annual meeting.

We believe that good corporate governance is important to ensure that Genpact is managed for the long-term benefit of its shareholders. Our board of directors is responsible for our governance practices and oversight of our strategy, operations and management. Some of the principal responsibilities of the members of our board of directors are to:

The board of directors has corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of our Company and our shareholders. These guidelines, together with our bye-laws, our committee charters and our Code of Conduct, provide a governance framework for the board of directors and its committees.

The board of directors reviews our corporate governance guidelines and other corporate governance documents from time to time and revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements. The following sections provide an overview of our corporate governance practices.

You can obtain the current charters for our audit committee, compensation committee and nominating and governance committee, our corporate governance guidelines and our Code of Conduct at www.genpact.com or we will send you a copy upon request in writing to:

Genpact LLC

1155 Avenue of the Americas, 4th Floor

New York, New York 10036

Attention: Corporate Secretary

Appointed four new directors and a new independent Chair of the Board in the past three years, enhancing the breadth

and depth of the skills, experience and diversity of our board of directors.

Engaged in shareholder outreach to investors representing approximately 75% of our shares outstanding in 2021.

(See “Compensation Discussion and Analysis—Shareholder Engagement” for more information.)

Named one of Ethisphere's “World's Most Ethical Companies” for the fourth time.

Included in the 2022 Bloomberg Gender-Equality Index.

Named to Forbes’ “World’s Best Employers 2021,” “Best Employers for Women 2021,”

and “Best Employers for Diversity 2021” lists.

Information regarding our sustainability, environmental, social, and human capital management activities is available in our “Genpact Sustainability Report” posted on our website. We have been issuing Sustainability Reports every other year since our first publication in 2011 and began publishing them annually in 2021. Our Sustainability Reports are aligned to the UN Sustainable Development Goals and make use of three of the leading sustainability reporting frameworks: the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-Related Financial Disclosure (TCFD). We have also participated in the Climate Disclosure Project (CDP) and EcoVadis annually since 2016.

We encourage you to learn more about our many sustainability initiatives and our progress towards meeting our goals, including with respect to human capital management, by reviewing our “Genpact Sustainability Report” located on the Corporate Governance section of our website at www.genpact.com/investors. Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, such as our Sustainability Report, as a part of this proxy statement, nor is any such information incorporated herein.

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”), a director employed by us cannot be deemed to be an “independent director,” and consequently Mr. Tyagarajan is not an independent director. The board has determined that none of the other director nominees has a material relationship with us for purposes of the NYSE corporate governance listing standards and accordingly each is independent under such NYSE standards.

In considering whether to recommend any particular candidate for inclusion in the board of directors’ slate of recommended director nominees, the nominating and governance committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate's integrity, knowledge of our business and industry, experience, diligence, absence of any conflicts of interest and the ability to act in the interests of all shareholders. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities.

While we do not have a formal or informal diversity policy for board membership, the nominating and governance committee is committed to considering diversity in accordance with its charter, and it seeks out candidates with diverse experience and perspectives, including diversity with respect to gender, age, race, ethnicity, geography, and areas of expertise. The nominating and governance committee and the board of directors believe that considering diversity is consistent with the goal of creating a board of directors that best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors that they consider when identifying individuals for board membership. When considering candidates as potential board members, the board of directors and the nominating and governance committee evaluate each candidate's ability to contribute to the diversity of the board.

The nominating and governance committee and the board of directors also believe that diversity with respect to tenure is important in order to balance the fresh perspectives brought by newer directors with the deep institutional knowledge and experience of our longer tenured directors. Our director nominees have an average tenure of six years. Our shortest-serving director nominee has served on our board for one year, and our longest-serving director nominee has served on our board for 17 years. Since 2019, we have added four new directors to our board of directors, replacing five directors who completed their impactful tenures on our board.

Select characteristics of our director nominees are set forth below:

 

Shareholders may recommend individuals to the nominating and governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, including information regarding the number of shares owned by any potential director candidate, and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common shares for at least a year as of the date such recommendation is made, to the Secretary of the Company, c/o Genpact LLC, 1155 Avenue of the Americas, 4^th Floor, New York, NY 10036. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and governance committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

The board of directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The board of directors' primary responsibility is to oversee the management of Genpact and, in so doing, serve the best interests of the Company. Subject to the recommendations of the compensation committee and the nominating and governance committee, respectively, the board of directors selects, evaluates and provides for the succession of executive officers, and the board of directors nominates for election at annual general shareholder meetings individuals to serve as directors of Genpact and elects individuals to fill any vacancies on the board of directors to the extent not filled by shareholders in general meetings. The board of directors reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Management keeps the directors informed of Company activity through presentations at board of directors and committee meetings.

The board of directors met, in person or telephonically, 10 times in 2021. During 2021, each of our directors attended 88% or more of the total number of meetings of the board of directors and the committees of which such director was a member during the period of time he or she served on such committee. Our Corporate Governance Guidelines set forth our policy that directors are expected to attend annual general meetings of shareholders. All eleven of our directors attended the 2021 annual meeting.

The board of directors has standing audit, compensation and nominating and governance committees. Each committee has a charter that has been approved by the board of directors. Each committee must review the appropriateness of its charter and perform a self-evaluation at least annually. Mr. Tyagarajan is the only director who is an employee of Genpact, and he does not participate in any meeting, or portions of any meeting, at which his compensation or performance is evaluated. All members of all committees are non-employee directors and the board of directors has determined that all of the members of our three standing committees are independent as defined under the rules of the NYSE, and, in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

The table below sets forth the committees of our board, the composition of each committee and the number of meetings of each committee during 2021.

The positions of Chair of the board of directors and CEO have historically been separated at Genpact. Keeping these positions separate allows our CEO to focus on our day-to-day business, while allowing the Chair of the board of directors to lead the board in its exercise of business judgment to promote the long-term interests of our shareholders by providing strategic direction and overseeing management. The board of directors believes that keeping these positions separate is the appropriate leadership structure for us at this time.

As set forth in its charter, the nominating and governance committee oversees the board, committee and individual director evaluation process. Annually, the nominating and governance committee determines the appropriate form of evaluation and considers the design of the process to ensure it is both meaningful and effective.

From time to time, the board of directors engages an independent third party with experience in board evaluations and organizational effectiveness to lead the board evaluation. The last time the board engaged a third party to lead the board evaluation process was in 2019. In 2021, the board led its own self-evaluation process, which included written evaluations of the board as a whole, each committee and individual directors and was led by the Chair of the nominating and governance committee. The process also included one-on-one interviews between the Chair of the nominating and governance committee and each other member of the board. The evaluation process engaged our directors on a wide range of topics, including board and committee structure, board dynamics and operations, and board, committee and individual director effectiveness and performance. Following the conclusion of the evaluation process, the board reviewed and discussed the evaluation results.

The results of the 2021 evaluation process support the board’s belief that the board and its committees are operating effectively.

Our management is responsible for risk management on a day-to-day basis, and our board oversees the risk management activities of management, which include our enterprise risk management program and the risks highlighted through our risk assessment process. The board’s risk oversight responsibilities are fulfilled both by the board directly, including in areas such as ESG and sustainability oversight, as well as by its committees, each of which assists the Board in overseeing a part of the Company’s overall risk management agenda. As more fully described below, the audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of data privacy, financial reporting, cybersecurity, internal controls and compliance with legal and regulatory requirements, and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning for our executive officers. The nominating and governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and corporate governance.

As part of our board’s strategic and risk oversight, the board oversees our ESG strategies, including our sustainability priorities and human capital management practices and related risks. Throughout the year, the board receives periodic reports from management and the board’s committees on our ESG initiatives, overall sustainability strategy and the ESG reporting frameworks we use to track our progress. The board also receives periodic reports on human capital matters.

As part of the board’s role in overseeing the Company’s enterprise risk management program, the board and the audit committee devote substantial time to monitoring cybersecurity and data privacy related risks. Our audit committee charter sets out the committee’s role in overseeing information technology risk exposures, including cybersecurity, data privacy and data security, and

the audit committee receives quarterly reports on cybersecurity and data privacy matters and related risk exposures from management, including our Global Operating Officer, Chief Legal Officer and Chief Information Security Officer. The audit committee regularly updates the board on such matters and the board also periodically receives reports from management directly.

The board of directors will give appropriate attention to written communications that are submitted by shareholders and other interested parties, and will respond if and as appropriate. The nominating and governance committee, with the assistance of the Company's Chief Legal Officer, is primarily responsible for monitoring communications from shareholders and other interested parties and for providing copies or summaries to the other directors as its members consider appropriate. Our non-executive Chair, Mr. Madden, serves as the presiding director at all executive sessions of our non-management directors.

Communications will be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the nominating and governance committee considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which the Company may receive repetitive or duplicative communications.

Shareholders and interested parties who wish to send communications on any topic to the board of directors should address such communications to:

Board of Directors

Genpact Limited

c/o Genpact LLC

1155 Avenue of the Americas, 4th Floor

New York, New York 10036

Attention: Corporate Secretary

Our board of directors has adopted a code of conduct applicable to our directors, officers and employees in accordance with applicable rules and regulations of the SEC and the NYSE. The code is posted on our website at www.genpact.com under the heading “Investors—Corporate Governance—Highlights.” We will also provide a copy of the code to shareholders upon request. We disclose any material amendments to our code of conduct, as well as any waivers for executive officers or directors, on our website.

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the interests of the Company and its shareholders. The audit committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by applicable SEC rules, the board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

We did not have any related person transactions in 2021.

Our non-employee director compensation program is subject to the following governance features:

The following table sets forth the compensation of our non-employee directors for the fiscal year ended December 31, 2021.

In connection with its 2021 review of director compensation, the compensation committee considered the results of an independent analysis on director compensation prepared by FW Cook, an independent, external compensation consulting firm. As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of CEO compensation in 2021. After considering the information contained in the FW Cook report, the compensation committee recommended and the board approved the following changes to our director compensation program effective January 1, 2022 to align director compensation levels within the market median range:

The compensation committee believes that leaving the annual base cash retainer unchanged and allocating the total amount of the base director compensation increase to the annual RSU grant is appropriate because it more closely aligns our directors with our shareholders’ interests by rewarding directors for long-term shareholder value creation, and it also mirrors the emphasis in our executive compensation program on weighting equity more heavily than cash in setting total compensation targets. All other features of our director compensation program were left unchanged.

 

Despite the continued impacts of the ongoing COVID-19 pandemic on the global business and economic environment in 2021, our financial results for the year reflect strong performance across our businesses, in particular growth in our revenues from Global Clients, adjusted income from operations/margin and cash generated from operations. This strong company performance led to above-target performance against several of the financial metrics in our 2021 performance-based compensation plans and higher payouts to our named executive officers in 2021 than in 2020.

We believe that our pay-for-performance program, which incentivizes higher-than-target growth in revenues, operating income, transformation services revenues and net bookings while requiring a threshold level of operating income margin, combined with the strength and resilience of our business model as well as a continued focus on our strategy based on a set of industry verticals and service lines, contributed to our operational and financial achievements in 2021.

The primary objectives of our compensation program for our executives, including our named executive officers, are to attract, motivate and retain highly talented individuals who are committed to our core values of courage, curiosity, incisiveness and integrity. Our compensation program is designed to incentivize and reward the achievement of our annual, long-term and strategic goals, such as growing revenues, improving operating margins and deepening client relationships. It is also designed to align the interests of our executives, including our named executive officers, with those of our shareholders by rewarding performance that exceeds our target goals, with the ultimate objective of increasing shareholder value.

Our compensation committee is responsible for overseeing the goals and objectives of our executive compensation plans and programs. The compensation committee bases our executive compensation programs on the same objectives that guide us in administering the compensation programs for all of our employees globally:

Our compensation committee considers risk when developing our compensation program and believes that the design of our current compensation program does not encourage excessive or inappropriate risk taking. Our base salaries provide competitive fixed compensation. Under our annual cash bonus program, the target bonuses for our named executive officers range from 100% to 163% of their base salaries, and bonuses are payable based on attainment of multiple financial and non-financial short-term performance goals. We believe this structure, which is based on a number of different performance measures together with a meaningful cap on the potential payout, deters executives from focusing exclusively on the specific financial metrics that might encourage excessive short-term risk taking.

Our named executive officers are also granted performance share awards tied to the attainment of multiple performance goals over the fiscal year and continued service over a three-year period. We believe that the three-year service vesting requirement under these awards encourages the recipients to focus on sustaining the Company's long-term performance. Our named executive officers also periodically receive option grants, which vest over a five-year period, and we typically grant restricted share units as sign-on grants to new executive officers, as we did in 2021 for Mr. Weiner. The value of our options and restricted share unit awards is tied to sustained long-term appreciation of our share price, which we believe mitigates excessive short-term risk taking.

The core objective of our executive officer compensation program is to align pay and performance. We believe that as an employee's level of responsibility increases, so should the proportion of total compensation opportunity that is structured in the form of long-term incentive opportunities. The compensation of our named executive officers for 2021 reflects both our 2021 performance and our commitment to providing executive compensation opportunities that are linked to Company performance, including progress on long-term strategic goals and shareholder value creation.

The material components of our compensation are (i) a fixed base salary and (ii) variable, performance-based compensation comprised of (A) short-term incentive compensation under our performance-based annual cash bonus program and (B) long-term incentive compensation in the form of equity awards, which are generally granted as performance share awards on an annual basis along with periodic option awards. Our incentive plans are predominantly based on diverse financial metrics that focus on long-term strategic priorities. Payouts to our executives vary significantly year to year based on performance against challenging targets.

The charts below reflect the target pay mix between fixed and variable compensation components based on target compensation for our NEOs during fiscal year 2021, which reflects our pay-for-performance philosophy. In 2021, approximately 91% of our CEO's total target annualized compensation of $9,350,000 was performance-based and approximately 77% (on average) of the total target compensation of our other named executive officers was performance-based. In the charts below, performance-based compensation includes short-term incentives in the form of our annual cash bonus plan and long-term incentives in the form of both performance share and option awards, but excludes an award of restricted share units to Mr. Weiner. For our CEO, target compensation includes the annualized grant-date value of the option award granted to him in 2018.

We welcome and value the views and insights of our shareholders. We have ongoing communications with our shareholders in the normal course of business and take all shareholder feedback seriously. Leading up to and following our 2021 annual meeting, at which 93% of the shares voted on our say-on-pay proposal were voted in favor of our executive compensation practices for 2020, we conducted extensive shareholder outreach to better understand our shareholders' perspectives on our compensation practices and to solicit their feedback. In the second quarter of 2021, we contacted shareholders owning approximately 75% of our outstanding shares, including our top 15 shareholders, and we had discussions with shareholders representing approximately 10% of our total shares then outstanding. In the fourth quarter of 2021, we again contacted shareholders owning more than 70% of our outstanding shares, including 14 of our top 15 shareholders, and we had discussions with shareholders representing approximately 20% of our total shares then outstanding. The remaining shareholders from whom we solicited feedback in 2021 either declined to meet or did not respond to our inquiries.

The meetings with these shareholders were typically attended by our Chief Financial Officer, our Chief Legal Officer and our Head of Investor Relations. This effort supplemented the ongoing communications and meetings we hold with our investors throughout the year and focused on the Company's compensation practices and philosophy and the alignment of our compensation program with our strategic direction and our environmental, social and governance (“ESG”) practices and philosophy.

2021 Shareholder Feedback and Responsiveness

Based on the feedback we received from our shareholders, in 2021 our compensation committee evaluated several potential changes to our compensation practices. The table below highlights certain compensation practices that were evaluated and the compensation committee's responses to the shareholder feedback, including actions that were taken as a result, where applicable.

Our compensation committee is responsible for reviewing the performance and potential of each of our executive officers, including our named executive officers, approving the compensation level of each of our executive officers, establishing criteria for granting equity awards to our executive officers and other employees, and approving such grants.

The compensation committee typically reviews each component of compensation every 12 months with the goal of allocating compensation between cash and non-cash compensation and between short- and long-term compensation, and combining the compensation elements for each executive in a manner we believe best fulfills the objectives of our compensation program.

The compensation committee has not adopted a policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, nor has the compensation committee adopted a pre-established ratio between the CEO's compensation and that of the other named executive officers. Rather, the compensation committee, which includes experienced directors who have served as members of the boards and compensation committees of other public companies, works closely with our CEO, discussing with him the Company's overall performance, the CEO's own performance and his evaluation of and compensation recommendations for the other named executive officers. See the section titled “2021 Target Pay Mix and Pay Positioning” below for further details.

The compensation committee then utilizes its judgment and experience in making all compensation determinations. The compensation committee's determination of compensation levels is based upon what the members of the committee deem appropriate, considering information such as the factors listed above, as well as input from our CEO, shareholder feedback, publicly available information on compensation practices in our industry, and information and advice provided by independent compensation consultants.

Base salaries and target annual bonuses were reviewed in early 2021 and adjustments were approved by the compensation committee for certain of our named executive officers. Target bonus increases approved early in 2021 were made effective January 1, 2021.

The performance goals for our 2021 annual bonus plan and the 2021 performance share awards were also approved by the compensation committee in early 2021 based on expected financial performance for the full year 2021 and reflected the Company's strategic and operational short- and long-term priorities. The compensation committee determined at that time that the targets under our 2021 incentive compensation plans were challenging to achieve but attainable without taking excessive risk, and the targets were consistent with the financial outlook we disclosed at the beginning of 2021.

After the end of the 2021 fiscal year, the compensation committee and the CEO discussed our business performance, his performance and his evaluation of the level of achievement of the individual objectives set forth in the bonus scorecards of the other named executive officers. The CEO also provided recommendations on adjustments to the base salaries and target bonuses of the other named executive officers as well as grants of long-term incentive awards. The compensation committee took into consideration the CEO's recommendations but made the final decisions on compensation as it deemed appropriate. The compensation committee, without the CEO present, determined the CEO's 2021 compensation.

The compensation committee has the authority to retain and terminate an independent third-party compensation consultant and to obtain independent advice and assistance from internal and external legal, accounting and other advisors. Management has periodically engaged an independent compensation consultant that meets with the compensation committee and advises the compensation committee with respect to compensation trends and best practices, plan design, and the competitiveness of CEO compensation awards.

With respect to the CEO, the compensation committee reviews a market study of CEO compensation at least once every three years. In early 2021, the compensation committee reviewed a report prepared by FW Cook, an independent, external compensation consulting firm, setting forth FW Cook’s evaluation and recommendations regarding CEO compensation for 2021 using 2020 proxy data (the “2021 Report”). The peer group used by FW Cook in the 2021 Report was based on the peer group used by Institutional Shareholder Services, or ISS, in its 2020 proxy analysis and benchmark policy voting recommendation report for the Company. As of January 31, 2021, our revenues ranked at the 60^th percentile and our market capitalization ranked between the 25th percentile and median of the peer group companies used in the ISS report.

In connection with establishing the 2021 compensation for our named executive officers other than the CEO, the compensation committee reviewed, for reference, materials prepared by Aon Hewitt, a compensation consulting firm, for management in late 2020 showing peer group compensation levels and practices for the peer group set forth below.

We do not believe many companies compete directly with us across our select industry verticals and service offerings. In developing a peer group for our named executive officers other than the CEO, Aon Hewitt included companies with whom we compete for

business and/or talent and companies in the broader technology industry and for which sufficient disclosure was available in publicly available proxy statements at the time of the review. In cases where the peer company data on comparable management positions was inadequate or insufficient, Aon Hewitt also provided target compensation data from its published surveys for positions comparable to those of our executive officers (in terms of scope of responsibility).

In early 2021, the compensation committee used the market data included in those materials to establish each element of the 2021 compensation for our named executive officers other than the CEO. In comparing our named executive officer compensation with that of the peer and survey group used by Aon Hewitt, the compensation committee accounted for differences in revenue size and market capitalization between us and the companies in those groups by comparing the compensation of our named executive officers with the compensation paid by the peer and survey group companies to individuals with a similar scope of responsibility but not necessarily the same title. In addition, the compensation committee reviewed data presented by management for additional peers as appropriate by position. While the compensation committee relies on the peer and survey group analysis to provide market data and relevant trend information, it does not consider the analysis as a substitute for its collective business judgment.

The compensation committee annually reviews the total direct compensation and pay mix for the CEO and each other named executive officer. In determining total compensation opportunities and the pay mix for our executives, the compensation committee considers many factors, including (i) our pay for performance compensation philosophy; (ii) competitive market data to provide a frame of reference for how our peer group companies set compensation opportunities; (iii) the nature and scope of the executive's role at the Company; (iv) the individual's performance, contributions to the Company and impact to shareholder value; and (v) the retention value of the compensation.

While we do not have any pre-established allocation of the target pay mix, the compensation committee's overall intent is to emphasize the variable, performance-based components of pay and, accordingly, we allocate a significant percentage of targeted total compensation in the form of long-term incentives and our annual performance-based bonus plan, payouts under both of which fluctuate with Company performance. Our long-term incentives are in the form of performance share awards and options, which the compensation committee believes also incentivize long-term Company performance since the value of the options is directly tied to the value of the underlying shares.

Our CEO's compensation is aligned with our performance and our shareholders' interests. As indicated in the chart on page 27, 91% of our CEO's target annualized total direct compensation for 2021 was based on achievement of annual financial goals and share price performance and thus strongly linked to Company results. Only 9% of our CEO's 2021 target compensation was in the form of fixed pay. Against a backdrop of consistent high performance over his tenure, and based on the peer benchmarking information

included in the 2021 FW Cook report on CEO compensation – which showed that for 2020 our CEO’s base salary was lower than the 25^th percentile and his target bonus was between the 25^th percentile and the median compared to the peer group – the compensation committee made the following decisions regarding the CEO's target annualized compensation for 2021:

Accordingly, our CEO's total target annualized direct compensation for 2021 was set at $9,350,000, an increase of approximately 4% compared to $8,950,000 for 2020. This total target annualized direct compensation positions Mr. Tyagarajan’s 2021 compensation between the median and the 75^th percentile relative to the peer group (based on the 2020 proxy data included in the 2021 Report), reflecting Mr. Tyagarajan’s exceptional performance as well as his long and successful tenure as our CEO.

In additon, in targeting our CEO’s total direct compensation competitively compared to the peer group, the compensation committee considered that our CEO’s pay mix reflects a stronger performance orientation (with 91% performance-based) compared to the total direct compensation for CEOs in the 2020 peer group. The make-up of our CEO's long-term incentives also does not include any time-based restricted share units. We believe the structure of his long-term incentive compensation focuses our CEO on managing the business for the long term and reinforces the link between his earning opportunity and the long-term growth of the Company and total shareholder return.

For our other named executive officers, we continued to maintain a compensation structure with a significant portion of total compensation at risk based on Company and share price performance. As indicated on the chart on page 27, approximately 77% (on average) of the 2021 total target direct compensation for our other named executive officers was performance-based.

In general, in accordance with our overall compensation philosophy, we target our other named executive officers' base salaries and total annual cash compensation (base plus target bonus) between the 25^th percentile and median compared to the peer and survey groups used by the compensation committee in setting 2021 compensation. For 2021, the annual cash compensation targets for certain named executive officers were higher than that range based on their role and position. The compensation committee believes that, similar to our CEO, the total target direct compensation for our other NEOs is appropriate because the total pay package (with 77% at risk on average) has a stronger performance orientation compared to the total direct compensation for comparable positions in the peer and survey groups. Our other NEOs’ 2021 long-term incentives do not include regular grants of time-based restricted share units but rather periodic grants of options, which require appreciation in our share price over time for our NEOs to realize any value. In 2021, we granted restricted share units to Mr. Weiner in connection with his appointment as our new chief financial officer as a one-time, sign-on grant, but we do not expect to grant time-based restricted share units to our named executive officers as a regular component of annual compensation.

Each year, our compensation committee considers the outcome of our annual shareholder advisory vote on executive compensation when making decisions relating to the compensation of our named executive officers and our executive compensation programs and policies. At our 2021 annual meeting of shareholders, approximately 93% of the votes cast were in favor of the compensation of our named executive officers, an increase from the level of support we received on the 2020 vote when approximately 84% of the votes cast were in favor of this proposal.

Based on the results of the “say-on-frequency” vote held at our 2017 annual meeting, at which approximately 96% of the votes submitted by our shareholders were in favor of holding an annual shareholder advisory “say-on-pay” vote, our board of directors has decided that shareholder advisory “say-on-pay” votes will occur annually. Our next “say-on-frequency” vote will be held next year at our 2023 annual meeting.

We regularly evaluate how to best compensate our executive officers, based upon market data and the extensive experience of our compensation committee with performance and retention practices. For fiscal 2021, our executive compensation program had three primary components, in addition to certain benefits and perquisites:

Base salary is provided to ensure that we are able to attract and retain high-quality executives. It is intended to provide a fixed level of overall compensation that does not vary annually based on performance or changes in shareholder value. Base salary reflects the experience, knowledge, skills and performance records our executives, including our named executive officers, bring to their positions and the general market conditions in the country in which the executives are located. In addition, we have entered into employment agreements with our NEOs, each of which specifies a minimum base salary. For a description of our NEOs’ employment agreements, see the section below titled “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Named Executive Officers” below.

Our compensation committee reviews the base salaries of our executives every 12 months. The compensation committee determines changes in base salaries based on various factors, including the importance of the executive's role in our overall business, the performance and potential of the executive, general Company performance and the market practices in the country

where the named executive officer is located, and the executive’s current base salary relative to benchmarking data for the peer group companies. In connection with such review, our CEO provides compensation recommendations for the executives who directly report to him, including our named executive officers, and the compensation committee considers the CEO's recommendations in setting their base salaries.

The following table sets forth, for each of our named executive officers, such officer's 2020 and 2021 base salary. For 2020, base salary changes became effective on September 1, 2020. For 2021, base salary changes became effective on January 1, 2021.

Annual cash bonuses are designed to reward our executives, including our named executive officers, for Company performance and our executives' individual performance during the most recent year. We believe that the immediacy of these cash bonuses, in contrast to our equity grants, which vest over a period of time, provides a significant incentive to our executives to achieve their respective individual objectives, our Company objectives and our overall long-term and strategic goals, such as client satisfaction, growing revenues, improving operating margins, managing employee attrition levels and making disciplined investments. Our cash bonuses are an important motivating factor for our executives, in addition to being a significant factor in attracting and retaining our executives.

Annual bonuses under our cash bonus plan are directly linked to Company, business unit and individual performance. Annual bonuses to our executives are payable only if threshold performance is attained. As in prior years, for 2021 the compensation committee established a bonus pool which is funded based on the level of attainment of Company performance metrics (subject to a threshold level of performance). The compensation committee also established target bonuses for each NEO, with the actual bonus payable based on attainment of individual, Company and business unit goals and adjusted based on the funding of the bonus pool.

In order to receive a bonus payment, each NEO must remain in employment through the payment date of the bonus, which is in March of the year following the year of performance.

Under our annual cash bonus plan, each of our named executive officers is eligible for a target bonus specified as a percentage of his or her base salary. For 2021, Mr. Tyagarajan’s target bonus was approximately 163% of his base salary and our other named executive officers’ target bonuses were 100% of their base salaries. The compensation committee took into consideration the requirements under each of our named executive officer’s employment agreements in setting their bonus targets. See “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Named Executive Officers.”

At the beginning of 2021, the compensation committee established a target bonus pool for 2021 equal to the aggregate target bonuses for all of the senior vice presidents in the Company, including all of the named executive officers other than the CEO. The bonus pool was to be funded only if the Company achieved 2021 adjusted income from operations (“AOI”) margin above a threshold amount. If the Company achieved the minimum level of AOI margin required to fund the bonus pool, the determination of potential payouts would be based on the Company’s 2021 AOI, revenue and employee engagement score performance, weighted 45%, 45% and 10%, respectively.

In order for the employee engagement metric (and the respective portion of the pool) to be counted in funding the bonus pool, there was an additional condition that the Company’s overall employee response rate on its “Amber” platform, an AI-based tool that collects employee feedback and assesses employee sentiment, had to be above a threshold percentage. If this threshold employee response rate was met, then funding of 10% of the bonus pool would depend on the percentage of the Company’s Amber responses that were positive for 2021. For the purposes of the 2021 bonus plan metric, a positive response is defined as either a four or five rating on a scale of five in response to a question in Amber that asks each employee to rate their employee experience over the course of their tenure with the Company.

The potential bonus pool ranged from 0% to 200% of target (with performance between the established levels determined on a straight-line basis), depending on the level of achievement of the AOI, revenue and employee engagement score goals and whether the threshold for each metric was met. Under the 2021 plan, if the Company failed to achieve the threshold level of AOI margin, then regardless of the level of achievement of the AOI, revenue or employee engagement score goals, the bonus pool would be reduced by the amount necessary (including to zero) to ensure that the Company achieved the threshold level of AOI margin before any bonuses were paid. As a result, the full bonus pool was at risk in the event of a failure to achieve the threshold level of AOI margin, including the possibility that no bonuses would be payable under the plan.

If the Company attained the threshold level of AOI margin and achieved the threshold level of at least one of the three metrics, then the bonus pool would be funded based solely on the level of attainment of the metric(s) achieved at the threshold level, and if not all three metrics were achieved at the threshold level at least, the total pool would be reduced proportionately depending on the relative weighting in the pool of the metrics achieved at the threshold level.

The table below sets out the threshold and outstanding performance levels as a percentage of the target performance level for each metric under our 2021 bonus plan:

The CEO’s bonus was not funded out of the bonus pool for the other named executive officers and all senior vice presidents of the Company, but the CEO’s bonus was also determined based on his scorecard result and the Company Multiplier and was payable only if the Company achieved 2021 AOI margin above the threshold amount.

The 2021 bonus for our CEO was determined as follows:

The following table sets forth the 2021 target bonus, the 2020 and 2021 actual bonus payments and 2021 bonus payments as a percentage of target bonus for each of our named executive officers under our annual cash bonus plan.

Our equity-based compensation program is designed to attract and retain highly qualified individuals, given that competition for talent is high in our industry, and to align the long-term interests of our executives with those of our shareholders. Equity-based compensation is subject to multi-year vesting requirements, which requires the continued service of our executives in order for them to realize gains.

The equity award component of our executive officer compensation is generally comprised of performance share awards. Under the performance share awards, each officer is eligible to receive shares based on the Company's level of attainment of specified performance goals over a one-year performance period and such officer's continued service through the end of a three-year service vesting period. Performance share awards require that we attain at least the minimum threshold levels of performance to receive any payment under the award. The compensation committee believes that including performance shares as part of Genpact's equity-based compensation program strengthens focus on the Company's financial performance and shareholder value creation. The performance share awards have also been an effective tool for retention of key employees.

We also periodically grant options to our executive officers as an additional long-term incentive and for retention purposes. Our compensation committee believes that options, which are valuable only if the stock price increases after the grant date, align with the specific goal of increasing shareholder value. Options remain a powerful tool for incentivizing long-term Company performance and promoting shareholder value creation, particularly when combined with annual performance share awards, which focus our executives on achieving challenging, but shorter-term objectives.

From time to time, we may also grant time-based restricted share units, which we use as a retention mechanism. In 2021, we granted Mr. Weiner a restricted share unit award in connection with his appointment as our CFO. See “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Named Executive Officers—Michael Weiner.” We did not grant time-based restricted share units to any of our other named executive officers in 2021.

In 2021, we granted performance share awards to all of our named executive officers other than Mr. Fitzpatrick, who received a performance-based cash award for 2021, and we granted options to all of our named executive officers other than Messrs. Tyagarajan and Fitzpatrick. Excluding Mr. Weiner, the performance share awards represented between approximately 30% and 40% of the total 2021 target compensation for our named executive officers who received them (which in the case of our CEO includes the annualized portion of his 2018 option grant and in the case of Mr. Fitzpatrick includes his performance-based cash award), and the 2021 options represented between approximately 25% and 40% of the total 2021 target compensation for our named executive officers who received them. In connection with his appointment as our CFO in 2021, Mr. Weiner was granted equity awards in the form of an option, restricted share unit award and performance share award, representing in the aggregate approximately 85% of his total target compensation for 2021.

In 2018, our CEO was granted an option covering 2,133,106 common shares. This was a five-year grant (vesting 50% in 2021 and 50% in 2023), and we have not granted and do not expect to grant any options to our CEO before the five-year grant fully vests in 2023. Our CEO last received an option grant in 2013, which was also structured as a five-year grant vesting 50% in 2016 and 50% in 2018, and he did not receive any additional option grants until the 2013 option grant had fully vested. The compensation committee structured the 2018 option as a five-year grant in part because it will continue to focus our CEO on share price appreciation, thereby aligning his interests with those of our shareholders, and also because the compensation committee believed that a five-year grant would be more effective than smaller annual grants in retaining his services and incentivizing him to deliver superior long-term performance.

In 2021, we granted options to all of our named executive officers other than Messrs. Tyagarajan and Fitzpatrick. The exercise price for each option granted in 2021 is equal to the closing price of our common shares on the grant date. The options granted in 2021 vest over a five-year period, 50% in 2024 and the remaining 50% in 2026, provided the executives continue in service through each vesting date.

In 2021, we granted performance share awards to all of our named executive officers other than Mr. Fitzpatrick (who received a cash performance-based award as described in the section titled “2021 Performance-Based Cash Award” below). For the 2021 performance share awards, the compensation committee concluded that, as in prior years, a one-year performance period was the most appropriate for our company, together with a three-year cliff service vesting schedule.

The threshold performance goal for the 2021 performance share awards was AOI margin as a qualifying criterion, which, if not met, would lead to the award vesting at 0% (regardless of level of attainment of any of the other performance goals). Subject to attainment of this threshold goal, the performance goals were AOI, net bookings and transformation services revenues, which were all equally weighted.

Having three equally weighted performance goals brings focus to our key financial priorities, aligning our leaders to common goals. In 2021, we continued to use AOI as a metric in order to focus our executives on operational excellence and profitable growth, and we again used net bookings as a metric because we believe net bookings are an indicator of future revenue growth. Net bookings refer to new bookings for the performance period reduced by the total value of significant contract cancellations or reductions that occur during the performance period, whether related to contracts signed during the current year or any prior period. Additionally, the inclusion of transformation services revenue as a goal in our performance share awards continues the emphasis in our compensation program on incentivizing growth in transformation services. Accordingly, our performance share awards hold our leadership team accountable for driving growth in areas of strategic importance and directly link our executive compensation opportunities to our overall business growth and the success of our strategies.

We use a one-year performance period for our performance share awards to allow us to adapt our performance-based compensation goals to interim strategic changes in our business in a rapidly changing business environment, keeping our compensation structure agile and capable of serving as a lever to incentivize business performance. The three-year cliff service vesting schedule under our performance share awards helps to ensure that our executives are incentivized to focus on sustaining longer-term Company performance even after the performance year goals have been achieved.

Under the 2021 performance share awards, there were three designated levels of attainment for each performance goal, as illustrated in the table below. Performance between the established levels was determined on a straight-line basis.