GENPACT LTD (G)
Sector: Industrials
2026 Annual Meeting Analysis
GENPACT LTD · Meeting: April 23, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of ten (10) directors to hold office until the next annual election or the election and qualification of their successors
CEO and director since 2024; the company's 3-year stock return of -10.6% is only 3.7 percentage points below the disclosed peer group median of -6.9%, well within the 20-point underperformance threshold required to trigger a No vote, so no TSR flag applies.
Independent board chair since 2005; the company's 3-year stock return trails the peer median by only 3.7 percentage points, well below the 20-point trigger for a No vote; no overboarding, attendance, or independence concerns identified.
Director since 2013 with relevant technology and financial services expertise; 3-year peer underperformance gap of 3.7 points does not breach the 20-point threshold; no attendance or independence concerns identified.
Director since 2024, within the 24-month new-director exemption window; former CFO of Rockwell Automation and 3M brings strong financial expertise relevant to his upcoming role as Audit Committee chair.
Director since July 2025, well within the 24-month new-director exemption; brings deep technology and operations leadership experience from HSBC and Hewlett Packard Enterprise; no concerns identified.
Director since 2016 with extensive technology consulting background from Deloitte; 3-year peer underperformance gap of 3.7 points is well below the 20-point trigger; no overboarding or independence concerns identified.
Director since 2016 with finance and technology expertise; her seat on the Wells Fargo board is a separate public company role but does not create an overboarding flag (she holds fewer than 4 total seats); peer TSR gap does not trigger a No vote.
Director since 2020 with deep technology and AI expertise highly relevant to Genpact's strategic direction; the 3-year peer underperformance gap of 3.7 points is well below the 20-point threshold; no other concerns identified.
Director since July 2025, well within the 24-month new-director exemption; brings relevant technology transformation experience from Cisco Systems; no concerns identified.
Director since 2012 with deep industry and finance expertise; the 3-year peer underperformance gap of 3.7 points is well below the 20-point threshold; he is stepping down as Audit Committee chair at this meeting, an orderly governance transition.
All ten director nominees receive a FOR recommendation. The company's 3-year stock return of -10.6% trails the disclosed compensation peer group median by only 3.7 percentage points, well below the 20-point underperformance threshold required to trigger a No vote under the policy. Two nominees (Hinshaw, Subaiya) are exempt as directors appointed within the past 24 months. No overboarding, attendance, independence, or familial-relationship flags were identified for any nominee.
Say on Pay
✓ FORCEO
Balkrishan Kalra
Total Comp
$16,324,289
Prior Support
92%%
The CEO's reported total compensation of $16.3 million is elevated primarily because of a one-time $6 million retention stock award granted in December 2025 on top of his regular annual pay package; his regular annual target pay of $10.1 million was positioned between the 25th percentile and median of the company's own peer group, which is a conservative level. The pay structure is genuinely performance-oriented: 91% of the CEO's target pay was at-risk, annual bonuses paid out below target reflecting ambitious goals, and the 2023 multi-year performance stock awards vested at only 60% of target, demonstrating that the incentive plan does impose real consequences for missing goals. The prior Say on Pay vote received 92% support, there is a meaningful clawback policy in place, and no governance red flags were identified; the one-time retention award is a notable item shareholders should be aware of but does not breach the policy's No-vote thresholds when evaluated against the company's benchmarked pay positioning.
Auditor Ratification
✓ FORAuditor
KPMG Assurance and Consulting Services LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a fee table with specific audit and non-audit fee dollar amounts, so the non-audit fee ratio test cannot be applied; per policy, the absence of fee data does not trigger a No vote and the default is FOR. KPMG is a Big 4 firm appropriate for a $6.6 billion market cap company. Auditor tenure is not disclosed in the provided text; per policy, an unconfirmed tenure does not trigger the 25-year threshold, so no tenure flag fires. No material restatements were identified in the filing.
Overall Assessment
The 2026 Genpact annual meeting presents a straightforward ballot with no contested proposals: all ten director nominees receive FOR recommendations because the company's 3-year stock underperformance relative to its disclosed peer group (3.7 percentage points) is well below the policy trigger threshold, and the Say on Pay vote also receives a FOR recommendation based on a below-median target pay structure, genuine pay-for-performance consequences, and 92% prior-year shareholder support. The auditor ratification also receives a FOR recommendation, with the caveat that specific fee data was not available in the provided filing text to confirm the non-audit fee ratio.
Compensation Peer Group
26 companies disclosed in 2026 proxy filing