v3.23.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based compensation expense by nature of function, as below, are included in the unaudited consolidated statements of income:
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of revenues$3,341 $3,131 $6,907 $5,772 
General and administrative expenses3,210 5,305 9,035 9,700 
Selling and marketing expenses4,960 4,904 9,976 9,092 
Total$11,511 $13,340 $25,918 $24,564 
Income tax benefit related to share-based compensation(1)
$2,789 $3,216 $12,619 $6,022 
(1) Includes $190 and $14 during the three months ended June 30, 2023 and 2022, respectively, and $12,710 and $3,624 during the six months ended June 30, 2023 and 2022, respectively, related to discrete benefits recognized in income tax expense in accordance with ASU No. 2016-09, Compensation - Stock Compensation.

As of June 30, 2023 and December 31, 2022, the Company had 678,615 and 1,324,755 shares, respectively, available for grant under the 2018 Omnibus Incentive Plan.

Stock Options

Stock options activity under the Company’s stock-based compensation plans is shown below:
Number of Stock
Options
Weighted Average
Exercise
Price
Aggregate
Intrinsic
Value
Weighted Average
Remaining
Contractual
Life (Years)
Outstanding as of December 31, 20223,093 $27.62 $362 1.0
  Granted331,336 150.75 — 10.0
  Exercised(3,093)27.62 384 — 
  Forfeited— — — — 
Outstanding as of June 30, 2023331,336 $150.75 $103 10.0
Vested and exercisable as of June 30, 2023
— $— $— —
Weighted average grant date fair value of Stock options granted during the period$60.13 
Stock options granted under the 2018 Omnibus Incentive Plan during the three and six months ended June 30, 2023, have a contractual period of ten years and vest ratably over four years.
The fair value of each stock option granted to employees is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Three and Six months ended June 30, 2023
Dividend yield— 
Expected life (years)6.25
Risk free interest rate for expected life3.8 %
Volatility for expected life32.4 %
The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model.
As of June 30, 2023, unrecognized compensation cost of $19,801 is expected to be expensed over a weighted average period of 4.0 years. The total grant date fair value of stock options exercised during the three and six months ended June 30, 2023 and 2022, was $30 and $nil, respectively.
Share Matching Program
Under the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”), the Company established a share matching program (“SMP”) for executive officers and other specified employees. Under the SMP, the Company agreed to issue a number of restricted stock units equal to the number of newly acquired shares of the Company's common stock.
Restricted stock unit activity under the SMP is shown below:
 Restricted Stock Units (SMP)
 NumberWeighted Average
Fair Value
Outstanding as of December 31, 202247,623 $124.76 
  Granted— — 
  Vested— — 
  Forfeited(4,177)124.76 
Outstanding as of June 30, 202343,446 $124.76 
As of June 30, 2023, unrecognized compensation cost of $3,165 is expected to be expensed over a weighted average period of 1.8 years.
Restricted Stock Units
Restricted stock unit activity under the Company’s stock-based compensation plans is shown below:
 Restricted Stock Units
 NumberWeighted Average
Fair Value
Outstanding as of December 31, 2022*923,126 $98.71 
  Granted238,431 171.38 
  Vested(307,060)90.47 
  Forfeited(61,323)104.53 
Outstanding as of June 30, 2023*793,174 $123.29 

* As of June 30, 2023 and December 31, 2022 restricted stock units vested for which the underlying common stock is yet to be issued are 130,528 and 174,490 respectively.
As of June 30, 2023, unrecognized compensation cost of $77,100 is expected to be expensed over a weighted average period of 2.7 years.
Performance Based Stock Awards

Under the 2018 Plan, the Company grants performance-based restricted stock units (“PRSUs”) to executive officers and other specified employees. During the six months ended June 30, 2023, the Company granted 40% of each award recipient’s equity grants in the form of PRSUs that cliff vest at the end of a three-year period based on an aggregated revenue target for a three-year period (“PU”). The remaining 60% of each award recipient’s equity grants are PRSUs that are based on market conditions, contingent on the Company’s meeting a total shareholder return relative to a group of peer companies specified under the 2018 Plan, and are measured over a three-year performance period (“MU”).
PRSU activity under the Company’s stock plans is shown below:
 Revenue Based PRSUsMarket Condition Based PRSUs
 NumberWeighted Average
Fair Value
NumberWeighted Average
Fair Value
Outstanding as of December 31, 202249,591 $119.99 178,712 $134.72 
Granted43,948 172.80 65,849 223.61 
Vested— — — — 
Forfeited(5,399)127.56 (17,252)141.19 
Outstanding as of June 30, 202388,140 $145.86 227,309 $159.98 
As of June 30, 2023, unrecognized compensation cost of $35,048 is expected to be expensed over a weighted average period of 2.1 years.
Employee Stock Purchase Plan

On June 21, 2022, at the annual meeting of stockholders of the Company, the Company’s stockholders approved the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”).

The 2022 ESPP allows eligible employees to purchase the Company’s shares of common stock through payroll deductions at a pre-specified discount to the lower of closing price of the Company’s common shares on the date of offering or the last business day of each purchase interval. The dollar amount of shares of common stock that can be purchased under the 2022 ESPP must not exceed 15% of the participating employee’s compensation during the offering period, subject to a cap of $25 per employee per calendar year. The Company has reserved 800,000 shares of common stock for issuance over the term of the 2022 ESPP.

The second offering period under the 2022 ESPP commenced on January 1, 2023 with a term of six months.

Activity under the Company’s 2022 ESPP is shown below:

Number of SharesTotal Proceeds Received
Shares available for issuance as of December 31, 2022800,000
Issuance of common stock related to the first offering period (7,636)$1,060 
Shares available for issuance as of June 30, 2023792,364
Issuance of common stock related to the second offering period made subsequent to June 30, 202326,099$3,800 

The ESPP is compensatory and results in compensation expense. The fair value of common stock to be issued under the ESPP was determined using the Black-Scholes option pricing model with the following assumptions:

Six months ended June 30, 2023
Dividend yield— 
Expected life (years)0.5
Risk free interest rate for expected life4.7 %
Volatility for expected life38.9 %
Discount for illiquidity10.3 %
The weighted average fair value of employee stock purchase rights granted pursuant to the ESPP during the six months ended June 30, 2023 was $25.86.