Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2021, David Kelso, a member of the Board of Directors (the
"Board") of ExlService Holdings, Inc. (the "Company"), notified the Chairman of
the Board, Garen Staglin, of his decision to not stand for re-election to the
Board at the Company's 2021 Annual Meeting of Stockholders to be held in June
2021 (the "Annual Meeting"). The Company expressed its appreciation for Mr.
Kelso's service to the Company, on which he has served as a member since 2006.
Mr. Kelso will continue as a director and member of the Board's Nominating and
Corporate Governance Committee and Audit Committee until the Annual Meeting.A
copy of the press release announcing Mr. Kelso's resignation is attached hereto
as Exhibit 99.1 and is hereby incorporated by reference.
Effective January 19, 2021, pursuant to recommendation from the Board's
Nominating and Governance Committee, the Board appointed Kristy Pipes to be a
member of the Board. Ms. Pipes was also appointed to serve on the Board's Audit
Committee and the Board's Compensation Committee. In connection with Ms. Pipes'
appointment the Company expanded the size of the Board from ten to eleven
directors.
From 1999 until her retirement in 2019, Ms. Pipes served in various roles at
Deloitte Consulting, a management consultancy firm, including most recently
serving as Managing Director and Chief Financial Officer. She also serves as a
director, Chair of the Audit Committee and member of the Nominating/Corporate
Governance Committee of PS Business Parks, Inc. (NYSE: PSB), and as a director,
Chair of the Audit Committee and member of the Nominating/Corporate Governance
Committee of Public Storage (NYSE: PSA).
Ms. Pipes will be entitled to the compensation the Company offers its other
non-executive directors, including annual retainers and equity compensation in
the form of Company restricted stock units. For more information on the
compensation of the Company's directors, please refer to the disclosure under
the heading "Director Compensation for Fiscal Year 2020" in the Company's Proxy
Statement for its Annual Meeting of Stockholders held on June 15, 2020 (filed
with the Securities and Exchange Commission on April 24, 2020).
A copy of the press release announcing Ms. Pipes' appointment is attached hereto
as Exhibit 99.2 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release, dated January 21, 2021.
99.2 Press Release, dated January 21, 2021.
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EXLSERVICE HOLDINGS, INC. 
