UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

Innodata Inc.

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(1) Title of each class of securities to which transaction applies:

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¨       Fee paid previously with preliminary materials.

Three University Plaza Drive55 Challenger Road

Hackensack,Ridgefield Park, New Jersey 0760107660

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 7, 20168, 2021

To the Stockholders of Innodata Inc.:

The Annual Meeting of Stockholders (the “Meeting”) of Innodata Inc. (the "Company") will be held at Innodata Inc., Three University Plaza Drive, Hackensack, New Jersey 0760111:00 a.m. Eastern Time on Tuesday, June 8, 2021 in a virtual-only format, through a virtual meeting platform available at 11:00 A.M. on June 7, 2016,www.virtualshareholdermeeting.com/INOD2021, for the following purposes:

(5) To consider and transact such other business as may properly come before the Meeting or any adjournments thereof.

A Proxy Statement, formThe Board of Proxy,Directors knows of no other business currently contemplated to be transacted at the Meeting.

Due to the continuing public health impact of the coronavirus (COVID-19) pandemic, and to support the health and safety of our stockholders, employees, directors and other meeting participants, the Meeting will be held in virtual-only format again this year. Stockholders will not be able to attend the Meeting physically in person. Stockholders will have the same opportunities to participate in the Meeting as they would at an in-person meeting, including having the ability to vote and the opportunity to submit questions during the Meeting using the directions on the Meeting website.

Instead of mailing a printed copy of our proxy materials, including our Annual Report, to Stockholderseach stockholder of record as of April 12, 2021 (the “Record Date”), we have decided to provide access to these materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all such stockholders. Accordingly, on or about April 22, 2021, we began mailing to our stockholders of record as of the Company forRecord Date (other than those stockholders who previously requested electronic or paper delivery of communications from us) a Notice Regarding Internet Availability of Proxy Materials (the “Notice”), and posted our proxy materials on the year ended December 31, 2015 are enclosed herewith. Only holderswebsite referenced in the Notice (http://materials.proxyvote.com/457642). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of record of Common Stock ofour proxy materials. In addition, the Company at the close of businessNotice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on April 11, 2016 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. an ongoing basis.

A complete list of the stockholders entitled to vote will be available for inspection by any stockholder during the meeting; in addition, the list will be open for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meetingMeeting upon request and shall be open to the examination of any stockholder during the whole time of the Meeting at www.virtualshareholdermeeting.com/INOD2021.

All stockholders are cordially invited to attend the Meeting. Whether or not you plan to attend the Meeting, you are encouraged to promptly submit your Proxy with voting instructions or use Internet voting prior to the Meeting. To vote your shares, please follow the instructions in the Notice or the Proxy card you received in the mail. If you vote via the Internet, you need not return a Proxy card. No postage is required if a Proxy card is mailed in the United States. Any person giving a Proxy has the power to revoke it any time prior to its exercise by submitting a later-dated Proxy card, casting a new vote over the Internet, sending a written notice of revocation to the Company’s Corporate Secretary at 55 Challenger Road, Ridgefield Park, New Jersey 07660, or by voting in person at the officeMeeting.

Registered stockholders as of the SecretaryRecord Date can vote during the Meeting. Beneficial owners must obtain a legal proxy from their brokerage firm, bank, or other holder of record and present it to the inspector of elections with their ballot in order to be able to vote shares at the Meeting. Voting at the Meeting will replace any previous votes submitted by Proxy.

Attendance at the Meeting is limited to stockholders, their proxies and invited guests of the Company, located at Three University Plaza Drive, Hackensack, New Jersey 07601.Company.

Important Notice Regarding the Availability of Proxy Materials for the

2021 Annual Meeting of Stockholders to be held on June 8, 2021

This Notice of Annual Meeting, the Proxy Statement, form of Proxy and our 2020 Annual Report are available on the Internet at: http://materials.proxyvote.com/457642.

Hackensack, New Jersey

April 18, 2016

All stockholders are cordially invited to attend the Meeting. If you do not expect to be present, please sign and date the enclosed form of Proxy and return it promptly using the enclosed envelope. No postage is required if mailed in the United States. Any person giving a Proxy has the power to revoke it at any time prior to its exercise and if present at the Meeting may withdraw it and vote in person.

Voting in Person at the Meeting

Registered holders can vote in person. Beneficial owners must obtain a proxy from their brokerage firm, bank, or other holder of record and present it to the inspector of elections with their ballot in order to be able to vote shares in person at the meeting. Voting in person will replace any previous votes submitted by Proxy.

Attendance at the Meeting is limited to stockholders, their proxies and invited guests of the Company. Directions to the meeting may be found at www.mapquest.com.

Important Notice Regarding the Availability of Proxy Materials for the

2016 Annual Meeting of Stockholders to be held on June 7, 2016

We have elected to provide access to our Proxy materials both by sending you this full set of Proxy materials, including a Proxy card, and by notifying you of the availability of our Proxy materials on the Internet.

This Proxy Statement and the 2015 Annual Report are available on the Internet at:http://www.innodata.com/proxy

INNODATA INC.

Three University Plaza Drive55 Challenger Road

Hackensack,Ridgefield Park, New Jersey 0760107660

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Innodata Inc. (the "Company") of Proxies in the form enclosed. Such Proxies will be voted at the Annual Meeting of Stockholders of the Company (the “Meeting”) to be held at Innodata Inc., Three University Plaza Drive, Hackensack, New Jersey 07601 at 11:00 A.M.a.m. Eastern Time on Tuesday, June 7, 2016 (the "Meeting") 8, 2021 in a virtual-only format, through a virtual meeting platform available at www.virtualshareholdermeeting.com/INOD2021and at any adjournments thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

ThisDue to the continuing public health impact of the coronavirus (COVID-19) pandemic, and to support the health and safety of our stockholders, employees, directors and other meeting participants, the Meeting will be held in virtual-only format again this year. Stockholders will not be able to attend the Meeting physically in person. Stockholders will have the same opportunities to participate in the Meeting as they would at an in-person meeting, including having the ability to vote and the opportunity to submit questions during the Meeting using the directions on the Meeting website.

We are following the SEC rule that permits us to furnish proxy materials to certain of our stockholders via the Internet. We believe electronic delivery of our Proxy materials will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials. As a result, we are mailing a short Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders instead of a paper copy of our full proxy materials. The Notice contains instructions on how to cast your vote online and how to electronically access our proxy materials, including the Notice of Annual Meeting, Proxy Statement, our 2020 Annual Report and accompanyinga Proxy are beingcard. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials. If you receive a paper copy of our proxy materials, you may cast your vote by completing the enclosed Proxy card and returning it in the enclosed self-addressed, postage-paid envelope, or by utilizing the Internet voting mechanisms noted on the Proxy card. The Notice or paper copy of our proxy materials will first be mailed on or about May 6, 2016 to all stockholdersApril 22, 2021. If you hold your shares in “street name” (i.e., your shares are held of record on April 11, 2016 (the "Record Date").by a broker, bank, trustee or other nominee), your broker, bank, trustee or other nominee will provide you with materials and instructions for voting your shares, including a voting instruction form. Beneficial owners of shares held in street name will need to follow the instructions provided by their broker, bank, trustee or other nominee that holds their shares.

Any stockholder giving a Proxy has the power to revoke the same at any time before it is voted.voted by submitting a later-dated Proxy card, casting a new vote over the Internet, sending a written notice of revocation to the Company’s Corporate Secretary at 55 Challenger Road, Ridgefield Park, New Jersey 07660, or by voting in person at the Meeting. The cost of soliciting Proxies will be borne by the Company. Following the mailing of the Proxy materials,Notice, solicitation of Proxies may be made by officers and employees of the Company by mail, telephone, facsimile, electronic communication or personal interview. Properly executed Proxies will be voted in accordance with instructions given by stockholders at the places provided for such purpose in the accompanying Proxy and, as to any other matter properly coming before the Meeting (none of which is presently known to the Board of Directors), in accordance with the judgment of the persons designated as proxies.proxies on the Proxy card. Unless contrary instructions are given by stockholders, persons named in the Proxy intend to vote the shares represented by such Proxiesfor the election of the sevenfour nominees for director named herein,for the selectionratification of CohnReznickBDO India LLP as independent auditors,forthe approval, on an advisory basis, of the Company’s executive compensation as disclosed in these materials, and for the approval of the Company’s Rights Agreement, andforthe approval of amendments to the Innodata Inc. 2013 Stock2021 Equity Compensation Plan. The current members of the Board of Directors presently hold voting authority for Common Stockcommon stock, par value $0.01 per share (the “Common Stock”), representing an aggregate of 1,198,2352,584,683 votes, or approximately 4.7%9.83% of the total number of votes eligible to be cast at the Meeting. The members of the Board of Directors have indicated their intention to vote affirmatively on all of the proposals.

VOTING SECURITIES

Stockholders of record as of the close of business on the Record Daterecord date will be entitled to notice of, and to vote at, the Meeting or any adjournments thereof. On the Record Daterecord date there were 25,445,07126,296,813 outstanding shares of common stock, par value $.01 per share (the "Common Stock").Common Stock. Each holder of Common Stock is entitled to one vote for each share held by such holder. The presence, in person or by Proxy, of the holders of a majority of the outstanding shares of Common Stock is necessary to constitute a quorum at the Meeting. Proxies submitted whichthat contain abstentions or broker non-votes will be deemed present at the Meeting in determining the presence of a quorum. A broker non-vote occurs when a broker, bank, trustee or other nominee has not received voting instructions from the beneficial owner and the broker, bank, trustee or other nominee does not have discretionary authority to vote on a particular matter. We urge you to vote by proxy even if you plan to virtually attend the Meeting so that we will know as soon as possible that enough votes will be present for us to conduct business at the Meeting.

PROPOSAL 1. ELECTION OF DIRECTORS

It is the intention of the persons named in the enclosed form of Proxy, unless such form of Proxy specifies otherwise, to nominate and to vote the shares represented by such Proxyfor the election as directors of Jack S. Abuhoff, Haig S. Bagerdjian, Louise C. Forlenza, Stewart R. Massey Michael J. Opat, Anthea C. Stratigos and Andargachew S. ZellekeNauman (Nick) Toor, to hold office until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.qualified or until such director’s earlier death, resignation or removal. Each of the nominees named below with the exception of Michael J. Opat currently serves as a director of the Company and was elected at the Annual Meeting of Stockholders held on June 5, 2015.2020. The Company has no reason to believe that any of the nominees will become unavailable to serve as director for any reason before the Meeting. However, in the event that any of them shall become unavailable, each of the persons designated as proxy on the Proxy card reserves the right to substitute another person of his or her choice when voting at the Meeting. Below is the biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating Committee and the Board of Directors to determine that each nominee should serve as a director.

Jack S. Abuhoff, age 55, has been President and Chief Executive Officer of the Company since September 15, 1997, and a director of the Company since its founding in 1988. Mr. Abuhoff has been the Chairman of the Company’s Board of Directors since May 2001. From 1995 to 1997 he was Chief Operating Officer of Charles River Corporation, an international systems integration and outsourcing firm. From 1992 to 1994, Mr. Abuhoff was employed by Chadbourne & Parke, LLP, in connection with its joint venture with Goldman Sachs to develop capital projects in China. Mr. Abuhoff is a trustee on the Board of Trustees of the Harvard Law School Association of New Jersey. He practiced international corporate law at White & Case LLP from 1986 to 1992. Mr. Abuhoff holds an A.B. degree in English from Columbia College (1983), and a J.D. degree from Harvard Law School (1986).

Key Experience, Attributes and Skills

Mr.

Jack S. Abuhoff has knowledge of the Company, its clients and the industries the Company serves, both from an historical and a current perspective, as well as leadership and management skills, international experience, and experience in providing outsourced services. Haig S. Bagerdjian, age 59, has served as one of the Company’s directors since June 2001. He has also been Chairman of the Board of Point.360 (OCTQX: PTSX), a provider of video and film asset management services to owners, producers and distributors of entertainment and advertising content, since September 2001, and its President and Chief Executive Officer since October 2002. Mr. Bagerdjian has also served as a director of Destiny Media Technologies Inc. (TSXV: DSY.V; OCTQX: DSNY), a provider of services that enable content owners to securely display and distribute their audio and video content digitally through the internet, since January 2015, and as a director of CarbonOne Technologies Inc. (TSXV: CX) a developer and manufacturer of advanced composite materials, since July 2015. From 1991 to 2002, Mr. Bagerdjian served in various executive management positions at Syncor International Corporation (Nasdaq: SCOR), a leading provider of radiopharmaceuticals, comprehensive nuclear pharmacy services and medical imaging services, including: Executive Vice President, President and Chief Executive Officer of Syncor Overseas, Ltd., Chairman and Chief Executive Officer of Syncor Pharmaceuticals, Inc., Chief Legal Officer, and Senior Vice President, Business Development. Mr. Bagerdjian received a B.A. degree in International Relations and Slavic Languages and Literature, and Certificates in Russian Studies, Strategic Defense and National Security, from the University of Southern California (1983), and a J.D. degree from Harvard Law School (1986). He is admitted to the State Bar of California. Key Experience, Attributes and Skills Mr. Bagerdjian has leadership experience as a Chairman, CEO and President of a public company. He has public company board experience, as well as experience in international operations, mergers and acquisitions, compensation and governance, and provides diversity of background and viewpoint.

Age: 60

Principal Occupation and Business Experience President and Chief Executive Officer of the Company since September 1997, and a director of the Company since its founding in 1988. Mr. Abuhoff was Chairman of the Company’s Board of Directors from May 2001 to June 2020, and served as the Company’s interim Principal Financial Officer from May 2018 to April 2019. From 1995 to 1997 he was Chief Operating Officer of Charles River Corporation, an international systems integration and outsourcing firm. From 1992 to 1994, Mr. Abuhoff was employed by Chadbourne & Parke, LLP in connection with its joint venture with Goldman Sachs to develop capital projects in China. He practiced international corporate law at White & Case LLP from 1986 to 1992. Mr. Abuhoff holds an A.B. degree in English from Columbia College (1983) and a J.D. degree from Harvard Law School (1986). Key Experience, Qualifications, Attributes and Skills Mr. Abuhoff has knowledge of the Company, its clients, and the industries the Company serves, both from an historical and a current perspective, as well as leadership and management skills, international experience, and experience in providing technology services.

Louise C. Forlenza, age 66, has served as one of the Company’s directors since October 2002. From 1994 to the present, Ms. Forlenza has been providing audit consultancy, management advisory, and tax planning services to a diverse group of corporate clients. From 1987 through 1992, she was the Chief Financial Officer and Chief Operating Officer of Intercontinental Exchange Partners, an international foreign exchange company, and served as a director and as chair of its International Audit Committee. Prior to joining Intercontinental, Ms. Forlenza was Chief Financial Officer of Bierbaum-Martin, a foreign exchange firm. She is a Certified Public Accountant and served on the faculty of the accounting department of Iona College from 1981 to 1982. Ms. Forlenza received a B.B.A. degree in Accounting from Iona College (1971). Ms. Forlenza attended the Harvard Executive Program for Board Governance and Audit in 2015.

Key Experience, Attributes and Skills

Ms. Forlenza satisfies the financial literacy requirements of Nasdaq and has been determined to be an “audit committee financial expert” under the SEC’s rules and regulations. A Certified Public Accountant and a former CFO, she has a background in accounting, audit, tax planning and foreign exchange planning, and provides diversity of background and viewpoint.

Stewart R. Massey, age 59,has served as one of the Company’s directors since March 2009. Mr. Massey co-founded Massey, Quick and Co. LLC in 2004 after a 24-year career on Wall Street. Massey Quick provides investment advisory and financial planning services for endowments, foundations and wealthy families. Mr. Massey joined Morgan Stanley’s Private Client Group in 1983 after four years with Dean Witter Reynolds.  From 1988 through 1993, he was based in Hong Kong and led Morgan Stanley’s private client businesses in Asia, Australia, and Japan. Mr. Massey was Head of Japanese Equity Sales in New York from 1993 through 1996, and returned to Tokyo as Head of Institutional Equity Sales and Global Head of Japanese Equities in 1996. Mr. Massey served as President and CEO of Robert Fleming, Inc. in 1997 and 1998.  At Fleming, he had regional responsibility for equity sales and trading, research, capital markets, investment banking, and asset management in the Americas, serving on the Board of Directors and Executive Committee of the parent company in London. Mr. Massey returned to Morgan Stanley in September of 1998 as a Managing Director and Head of Institutional Sales, Marketing, and Product Development for the firm’s prime brokerage business. He later served as the senior relationship manager for a number of Morgan Stanley’s most prominent institutional global clients. Mr. Massey holds a B.A. degree in History from The College of Wooster (1979), where he has served as a Trustee since 1987.  As an Emeritus Trustee he serves on the Trustee and Governance, Finance and Investment committees.  Mr. Massey also serves on the investment committees of Hobart and William Smith Colleges and St. Mary’s Abbey Delbarton. Mr. Massey was honored as one of the top 100 independent investment advisors in America by Barron’s Magazine in 2010, 2011, 2012, 2013 and 2014.

Key Experience, Attributes and Skills

Mr. Massey has leadership experience as a CEO and a senior executive officer. He has financial management expertise, as well as compensation, mergers and acquisitions, investment advisory, board, governance and international experience, and provides diversity of background and viewpoint.

Michael J. Opat, age55, has been nominated to serve as one of the Company’s directors effective June 7, 2016. Mr. Opat has been a Commissioner on the Hennepin County (Minnesota) Board of Commissioners since 1993, and was Chair of the Board of the Commissioners from 2001 to 2003 and from 2009 to 2014. Hennepin County is Minnesota’s largest county with 1.1 million residents. Mr. Opat represents a County district with more than 160,000 residents in six suburban cities. Mr. Opat has also served on the Board of Sun Country Airlines since April 2012, and has been a member of the corporate advisory board of Alerus Financial Services Company (OTXQX: ALRS) since June 2015. He was employed by Hennepin County Adult Correction Facility as a correctional officer from 1981 to 1989, and as a corrections supervisor from 1990 to 1993. He holds a B.S. degree in Management from the University of Minnesota (1983), and a Masters of Public Policy from Harvard University, John F. Kennedy School of Government (1989).

Key Experience, Attributes and Skills

Mr. Opat has leadership, financial management, budgeting, and communications experience, and provides diversity of background and viewpoint.

Anthea C. Stratigos, age 55,has served as one of the Company’s directors since March 2009. Ms. Stratigos is co-founder and CEO of Outsell, Inc. (founded in 1994), a leading research and advisory firm that focuses exclusively on the information and publishing industries, providing analysis and recommendations for high-level executives regarding markets, trends, benchmarks and best practices. She is Outsell’s primary spokesperson and chairs Outsell’s Leadership Council, a member-service for CEOs and senior executives of publishing and information-provider firms. Ms. Stratigos holds a B.S. degree in Communication from Stanford University (1983) and graduated from the Executive Marketing Program at Harvard University (1992).

Key Experience, Attributes and Skills

As CEO and founder of Outsell, Ms. Stratigos brings significant current knowledge about the direction and needs of the information and publishing industries, the Company’s primary market, leadership, marketing and entrepreneurial skills, and provides diversity of background and viewpoint.

Andargachew S. Zelleke, age 55,has served as one of the Company’s directors since June 2012. In July 2011 Dr. Zelleke was appointed the MBA Class of 1962 Senior Lecturer of Business Administration at the Harvard Business School, and presently serves in that role. From July 2007 through June 2011, he was a lecturer in public policy at the Harvard Kennedy School, serving for two of those years as Co-Director of the Harvard Kennedy School’s Center for Public Leadership. From July 2003 through June 2007, Dr. Zelleke was a lecturer at the University of Pennsylvania's Wharton School. While a member of the Wharton faculty, Dr. Zelleke was Project Director and a Steering Committee member of the American Academy of Arts and Sciences' Corporate Responsibility initiative, and coeditor of its 2005 bookRestoring Trust in American Business (MIT Press). Dr. Zelleke has written several articles on corporate governance and op-eds on topics in leadership, corporate governance and foreign affairs. He has served as a consultant to leading law firms in relation to three major business litigations and is formerly a business lawyer who practiced law for six years at two large international law firms. Dr. Zelleke received an A.B. in Government from Harvard College (1983) and a J.D. degree from Harvard Law School (1986). He also received an A.M. in Sociology (2000) and a Ph.D. in Organizational Behavior (2003), both from Harvard University. Dr. Zelleke is a member of the State Bar of New York and the Council on Foreign Relations.

Key Experience, Attributes and Skills

Dr. Zelleke has expertise in corporate governance and negotiation as well as experience in corporate law, organizational strategy and leadership development, and provides diversity of background and experience.

There are no family relationships between or among any nominees for director of the Company. Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE

DIRECTOR NOMINEES.NOMINEES

CORPORATE GOVERNANCE MATTERS

Director Independence

The Board of Directors currently consists of four directors. The Board of Directors has determined thatHaig S. Bagerdjian, Louise C. Forlenza, Stewart R. Massey Anthea C. Stratigos and Andargachew S. ZellekeNauman (Nick) Toor are independent directors, and that Michael J. Opat, a nominee for director, will be an independent director.directors. The independent directors comprise a majority of the Board. The only director who is not independent is Jack S. Abuhoff, the Company’s Chairman, President and Chief Executive Officer (“CEO”).Officer. The Company defines independence as meeting the requirements to be considered as an independent director as set forth in the Nasdaq MarketplaceListing Rule 5605(a)(2). To assist in determining director independence, the Board of Directors also considers any business relationship with any independent director, including any business entity with which any independent director is affiliated, to determine if there is any material relationship that would impair a director’s independence. In making its determination, the Board of Directors reviewed information provided by each of the directors and the nominee for director, and information otherwise gathered by the Company.

Board Leadership Structure

Chairman of the Board and Chief Executive Officer Positions

Under the Board of Directors’ current leadership structure Mr. Toor, who is an independent director, serves as the Chairman of the Board of Directors and Mr. Abuhoff serves as the Company’s Chief Executive Officer. The Board of Directors believes that having a combinedbifurcating these positions enables the Chief Executive Officer to focus on strategy, operations, and organizational issues while an independent board chairman focuses on board leadership, strategic oversight and governance-related matters that support stockholders’ interests. Mr. Abuhoff, as the Company’s Chief Executive Officer and President, provides day-to-day leadership of the Company, executes the Company’s strategic initiatives, and manages the Company’s business. Mr. Toor, as Chairman of the Board/Board of Directors, collaborates with the Chief Executive Officer independent directorson setting the Company’s strategic direction in a way that best aligns with strong leadership and management experience, an independent director serving ascreating value for stockholders, oversees the Lead Independent Director and Board of Directors committees being comprised solelyDirectors’ engagement with stockholders and facilitates the Board of Directors’ independent directors, provides an effective and efficient leadership structure that is appropriate for the Company at the present time. The Chairman/CEO has primary responsibility for managing the business. Combining the leadership role avoids duplication of efforts while strengthening the Chairman/CEO’s ability to provide insight and direction on important strategic initiatives to both management and the independent directors.

Lead Independent Director

Stewart R. Massey currently serves as the Company’s Lead Independent Director. The principal responsibilitiesoversight of the Lead Independent Director are to:Company.

The Board’s Role in Risk Oversight

The Board of Directors believes that the goal of risk oversight is to identify and assess risks whichthat may affect the Company’s ability to fulfill its business objectives and to formulate plans to mitigate potential effects. The Board of Directors administers its oversight function directly, through both its Audit Committee and Compensation Committees,Committee, and through executive management of the Company, as follows:

The Board of Directors believes the various roles of the board committees, compliance committee and executive management in risk oversight described above complement the Board of Directors’ leadership structure described above, including the combination of the Chairman of the Board and Chief Executive Officer positions.above.

Meetings of the Board of Directors

The Board of Directors meets throughout the year on a set schedule. The Board of Directors also holds special meetings and acts by unanimous written consent from time to time as appropriate. The Board of Directors held seven meetings during the year ended December 31, 2015.2020. Each director attended at least 75% of all of the meetings of the Board of Directors held during the period they served as Director, and each director attended at least 75% of the meetings of all committees on which he or she served. The Company does not have a policy requiring incumbent directors and director nominees to attend the Company’s annual meeting of stockholders. TwoFour directors attended last year’s annual meeting.

The Board of Directors meets in executive sessions without management, as needed, immediately prior or during its regularly scheduled meetings. The Board of Directors also schedules executive sessions during the year for the independent directors only.

Committees of the Board of Directors

Audit Committee

The CompanyBoard of Directors has a separately designated standing Audit Committee established in accordance withwithin the meaning of Section 3(a)(58)(A) of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”) that is comprised of independent directors only. The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the charter is available on our website atwww.innodata.comwww.innodata.com.. Serving on the Committee are Ms. Forlenza and Messrs. BagerdjianMassey and Massey.Toor, with Ms. Forlenza serving as Chair. The Board of Directors has determined that itMs. Forlenza is an “audit committee financial expert” as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. For a discussion of Ms. Forlenza’s relevant experience that qualifies her as an audit committee financial expert, serving on the audit committee: Ms. Forlenza.refer to Proposal 1. Election of Directors above. The functions of the Audit Committee are, among other things, to make recommendations concerning the selection each year of, and to oversee the Company’s relationship with, the independent auditors of the Company, to assist the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the Company's financial reports and financial reporting processes and systems of internal controls,to consider whether the Company's principal accountant’s provision of non-audit services is compatible with maintaining the principal accountant’s independence, and to determine through discussions with the independent auditors whether any instructions or limitations have been placed upon them in connection with the scope of their audit.audit, and to review and approve or reject any proposed related party transactions. To carry out its responsibilities, the Audit Committee met foursix times during fiscal 2015.the year ended December 31, 2020. The Company defines independence as meeting the standards to be considered as an independent director as set forth in the Nasdaq MarketplaceListing Rule 5605(a)(2), Nasdaq Listing Rule 5605(c)(2) and applicable SEC rules, and the Board of Directors has determined that all the members of the Audit Committee are "independent" as defined in the Nasdaq Marketplace Rule 5605(c)(2)(A).accordance therewith.

Compensation Committee

The Company has a standing Compensation Committee comprised of Messrs. Massey and Toor and Ms. Forlenza, with Mr. Massey Ms. Forlenza and Dr. Zelleke.serving as Chair. The Compensation Committee operates under a written charter adopted by the Board of Directors. A copy of the charter is available on our website atwww.innodata.com. The function of the Compensation Committee is to discharge the responsibilities of the Board of Directors regarding executive and director compensation, including determining and approving the compensation packages of the Company’s executive officers, including its Chief Executive Officer. The Compensation Committee also reviews and approves stock option grants to non-executive officer employees. The Chief Executive Officer recommends to the Compensation Committee proposed compensation for the executive officers other than the Chief Executive Officer. The Compensation Committee may from time to time, as it deems appropriate and to the extent permitted under applicable law and regulations, form and delegate authority to subcommittees and to the officers of the Company. The Compensation Committee engages the services of an independent compensation consultant on an as-needed basis to provide market data and advice regarding executive and director compensation and proposed compensation programs and amounts. To carry out its responsibilities, the Compensation Committee met fivethree times during fiscal 2015.the year ended December 31, 2020. The Company defines independence as meeting the standards to be considered as an independent director as set forth in the Nasdaq MarketplaceListing Rule 5605(a)(2), and the Board of Directors has determined that all the members of the Compensation Committee are "independent" as defined in the Nasdaq MarketplaceListing Rule 5605(a)(2).

Compensation Committee Interlocks and Insider Participation.The Compensation Committee is comprised of Mr. Massey, Ms. Forlenza and Dr. Zelleke, none of whom are or were officers or employees of the Company.

Nominating Committee

The Company has a standing Nominating Committee comprised of Dr. Zelleke,Messrs. Massey and Toor and Ms. Forlenza, with Mr. Bagerdjian and Ms. Forlenza.Massey serving as Chair. The Company does not have a Nominating Committee charter. The primary responsibilities of the Nominating Committee include assisting the Board of Directors in identifying and evaluating qualified candidates to serve as directors; recommending to the Board of Directors candidates for election or re-election to the Board of Directors or to fill vacancies on the Board of Directors; and assisting in attracting qualified candidates to serve on the Board of Directors. Director nominees are selected by approval of a resolution of the Board of Director resolution.Directors. All of the nominees recommended for election to the Board of Directors at the Meeting with the exception of Mr. Opat, are directors standing for re-election. Mr. Opat was recommended byThe Nominating Committee has a security holder. Althoughformal policy regarding the identification of director nominees. The process of the Nominating Committee does not have a formal policy with respectfor identifying nominees reflects the Company’s practice of re-nominating incumbent directors who continue to satisfy the considerationNominating Committee’s criteria for membership on the Board of diversity, when considering director candidatesDirectors, whom the Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of the Company’s existing directors, provide a blend of skills and experience that will further enhancebelieves continue to make important contributions to the Board of Directors’ effectiveness at the time the consideration is made. When considering potential director candidates, the Nominating Committee considers the candidate's character, judgment, diversity, skills, including financial literacy,Directors and experience in the context of the needs of the Company andwho consent to continue their service on the Board of Directors.  In identifying candidates for membership on the Board of Directors, the Nominating Committee takes into account all factors it considers appropriate, which may include (a) ensuring that the Board of Directors, as a whole, consists of individuals with diverse and relevant career experience, technical skills, education, industry knowledge and experience, financial expertise (including expertise that could qualify a director as a “audit committee financial expert,” as that term is defined by the rules of the SEC) and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company's business and industry, independence of thought and an ability to work collegially. The Nominating Committee has not established any minimum qualifications for director candidates.also may consider the extent to which the candidate would fill a present need on the Board of Directors, as well as diversity of origin and gender. To carry out its responsibilities, the Nominating Committee met one timetwo times during fiscal 2015.the year ended December 31, 2020. The Company defines independence as meeting the standards to be considered as an independent director as set forth in the Nasdaq MarketplaceListing Rule 5605(a)(2), and the Board of Directors has determined that all the members of the Nominating Committee are "independent" as defined in the Nasdaq MarketplaceListing Rule 5605(a)(2). In 20152020, the Company did not pay any fees to any third party to assist in identifying or evaluating potential nominees.

The Company's by-lawsAmended and Restated By-laws (the “By-Laws”) include a procedure whereby its stockholders can nominate director candidates, as more fully described below under “Stockholder Proposals for the 20172022 Annual Meeting.” The Board of Directors will consider director candidates recommended by the Company's stockholders in a similar manner as those recommended by members of management or other directors, provided the stockholder submitting such nomination has complied with the procedures set forth in the Company’s by-laws.By-laws. To date, the Company has not received any recommended nominees from any non-management stockholder or group of stockholders who beneficially owns five percent or more of its voting stock.

Hedging

The Company has not adopted any policies or practice guidelines expressly prohibiting hedging of the Company’s stock.

Stockholder Communications with the Board of Directors

Generally, stockholders who have questions or concerns regarding the Company should contact our Investor Relations department at 201-371-8000. However, stockholders may communicate with the Board of Directors by sending a letter to: Board of Directors of Innodata Inc., c/o Corporate Secretary, 3 University Plaza Drive, Hackensack,55 Challenger Road, Ridgefield Park, New Jersey 07601.07660. Any communications must contain a clear notation indicating that it is a "Stockholder—Board Communication" or a "Stockholder—Director Communication" and must identify the author as a stockholder. The office of the Corporate Secretary will receive the correspondence and forward appropriate correspondence to the Chairman of the Board of Directors or to any individual director or directors to whom the communication is directed. The Company reserves the right not to forward to the Board of Directors any communication that is hostile, threatening, illegal, does not reasonably relate to the Company or its business, or is otherwise inappropriate. The office of the Corporate Secretary has authority to discard or disregard any inappropriate communication or to take any other action that it deems to be appropriate with respect to any inappropriate communications.

REPORT OF THE AUDIT COMMITTEE

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed with the SEC or subject to Regulation 14A promulgated under the Exchange Act or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act, of 1934, except to the extent the Company specifically incorporates this Reportreport by reference therein.

The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter, include providing oversight to the Company’s financial reporting process through periodic meetings with the Company’s independent auditors and management to review accounting, auditing, internal controlscontrol and financial reporting matters. The Audit Committee is also responsible for the appointment, compensation and oversight of the Company’s independent auditors. The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls.control. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent auditors.

The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee's charter. To carry out its responsibilities, the Audit Committee met four times during fiscal 2015.

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the Company's financial reports and financial reporting processes and systems of internal controls.control. Management of the Company has primary responsibility for the Company's financial statements and the overall reporting process, including maintenance of the Company's system of internal controls. The Company retains independent auditors who are responsible for conducting independent audits of the Company's financial statements and internal control over financial reporting, if applicable, in accordance with standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), and issuing reportsreport(s) thereon.

The Audit Committee has reviewed and discussed the Company’s consolidated audited financial statements as of and for the year ended December 31, 20152020 and the revision adjustments made to the 2019 financial statements and audited by the Company’s current independent auditors with management and the independent auditors. The Audit Committee has discussed with the independent auditors the matters required to be discussed under standards established by the Public Company Accounting Oversight Board (United States), including those matters set forth in Statement on Auditing Standard No. 16 (Communications with Audit Committees).applicable requirements of the PCAOB. The independent auditors have provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent auditor’s communicationcommunications with the Audit Committee concerning independence, and the Audit Committee has discussed with the auditors their independence from the Company. The Audit Committee has concluded that the independent auditors are independent from the Company and its management.

On the basis of the foregoing reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2020 for filing with the Securities and Exchange Commission. The Audit Committee has also recommended, subject to stockholder approval, the selection of the Company's independent auditors.SEC.

The Members of the Audit Committee

Louise C. Forlenza, Chair

Haig S. Bagerdjian

Stewart R. Massey

Nauman (Nick) Toor

Fiscal 20152020 and 20142019 Accounting Firm Fee Summary

Set forth below is certain information concerning (1) fees billed to the Company by CohnReznickBDO India LLP in respect of professional services rendered to the Company for the audit of the annual financial statements for the yearsyear ended December 31, 2015 and December 31, 2014;2020; the reviews of the financial statements included in reports on Form 10-Q for the quarterly period ended September 30, 2020; related regulatory filings for periods within 2015commencing on August 24, 2020; and 2014;other services; and (2) fees billed to the Company by CohnReznick LLP in respect of professional services rendered to the Company for the annual audit and quarterly reviews of the financial statements for the year ended December 31, 2019; the reviews of the financial statements included in reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020; related regulatory filings for periods within 2015January 1, 2020 through August 24, 2020, and 2014;2019; and other services. The Audit Committee has determined that the provision of all services is compatible with maintaining the independence of both BDO India LLP and CohnReznick LLP.

Audit fees consist of fees for the audit of the Company’s financial statements, and internal control over financial reporting under Section 404 of the Sarbanes Oxley Act, the review of the interim financial statements included in the Company’s quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.

Audit-relatedAudit-Related fees consist of fees for assurance and relatedattestation services that are reasonably related to the performance of the audit and the review of the Company’s financial statements and which are not reported under “Audit Fees.” These services relate to consultations concerning financial accounting and reporting standards and are not required by statute or regulation.SSAE 18.

Audit Committee Pre-Approval Policy

All audit, audit-related services, tax services and other services provided by BDO India LLP and CohnReznick LLP must be pre-approved by the Audit Committee.Committee in one of two methods. Under the first method, the engagement to render the services would be entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided (i) the policies and procedures are detailed as to the services to be performed, (ii) the Audit Committee is informed of each service, and (iii) such policies and procedures do not include delegation of the Audit Committee's responsibilities under the Exchange Act to the Company's management. Under the second method, the engagement to render the services would be presented to and pre-approved by the Audit Committee (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may delegate to its Chair the authority to pre-approve otherwise permissible non-audit services, provided that any decision made pursuant to such delegation must be presented to the full Audit Committee for informational purposes at its next scheduled meeting. The Audit Committee considers, among other things, whether the provision of such audit or non-audit services is consistent with applicable regulations regarding maintaining auditor independence, whether the provision of such services would impair the independent registered public accounting firm's independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service.

PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Subject to approvalratification by the stockholders, the Board of Directors has appointed CohnReznickBDO India LLP as the independent auditors to audit the financial statements of the Company for the fiscal year ending December 31, 2016. CohnReznick2021. BDO India LLP has served as the Company's auditors since September 2008.August 24, 2020. A representative of CohnReznickBDO India LLP is expected to be present at the Meeting and will have the opportunity to make a statement if he or she desires to do so. A representative of CohnReznickBDO India LLP is also expected to be available to respond to appropriate questions at the meeting.Meeting.

While stockholder ratification is not required by the Company’s Restated Certificate of Incorporation, as amended, By-Laws or otherwise, the Board of Directors is submitting the appointment of BDO India LLP to the stockholders for ratification as part of good corporate governance practice. In the event that the stockholders fail to ratify this appointment, the Board of Directors may appoint other independent auditors, will be considered upon the recommendation of the Audit Committee. Even if this appointment is ratified, our Board of Directors, in its discretion, may direct the appointment of a new independent accounting firm at any time during the year, if the Board of Directors believes that such a change would be in the best interest of the Company and its stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE

APPOINTMENT OF COHNREZNICKBDO INDIA LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,

AS INDEPENDENT AUDITORS.AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2021

EXECUTIVE OFFICERS

Set forth below is information concerning the executive officers who are not directors.

Ashok Mishrahas been the Company’s Executive Vice President and Chief Operating Officer since January 2007. Prior to 2007 Mr. Mishra held senior level positions with the Company and its subsidiaries for more than nine years. Mr. Mishra has served as Senior Vice President since May 2004, after serving as Vice President, Project Delivery from October 2001 through April 2004. Prior thereto, Mr. Mishra served as Assistant Vice President, Project Delivery from November 2000 to September 2001, and as General Manager and Head of the Facility of the Company’s India operations from 1997 to October 2000. Mr. Mishra holds a Bachelor of Technology degree in Mechanical Engineering from Pantnagar University (1976). He also has Component Manufacturing Technical Training from Alcatel France (1985) and completed a condensed MBA course from Indian Institute of Management Bangalore (1995).

O’Neil Nalavadihas been the Company’s Senior Vice President and Chief Financial Officer since November 2009. Prior to joining the Company, Mr. Nalavadi was the Chief Financial Officer and a Director of R Systems International Ltd. from January 2000 and January 2001, respectively. R Systems is a provider of outsourced software product development and business process outsourcing services. Prior to R Systems, Mr. Nalavadi served as a Senior Vice President at UB Group, a $5 billion diversified conglomerate, from 1984 to 1997, and served as Chief Financial Officer of UB Group’s outsourced IT services company from August 1997 to January 2000. Mr. Nalavadi was awarded a Bachelor of Commerce and Economics degree from the University of Mumbai (1980) and qualified as a Chartered Accountant with National Honor Roll (1981).

The Company’s executive officers are elected by, and serve at the discretion of, our Board of Directors. There are no family relationships between or among any of the Company’s Executive Officers.

EXECUTIVE COMPENSATION

Overview of Executive Compensation Discussion and AnalysisProgram

Overview

This compensation discussionWe are currently a smaller reporting company and analysis describes and analyzeswe have elected to comply with the material elementsscaled disclosure requirements afforded to smaller reporting companies under the Jumpstart Our Business Startups Act of compensation awarded, earned by, or paid to each of2012 for our executive officers who served as named executive officers during the last completed fiscal year. This compensation discussion and analysis focuses on the information containeddisclosure included in this Proxy Statement. In the following tables and related footnotes and narrative for primarily the last completed fiscal year. However, we also describe compensation actions taken before or after the last completed fiscal year to the extent it enhances the understandingdiscussion of our executive compensation disclosureprograms, we summarize the compensation awarded to our executive officers listed in the Summary Compensation Table for suchthe most recently completed fiscal year.

Executive Compensation Objectives and Philosophy

The Compensation Committee (the “Committee”) of the Board of Directors is responsible for overseeing and administering our executive compensation program and for establishing our executive compensation philosophy. The Committee applies key objectives in selecting the specific elements of compensation to pay to executive officers. The objectives of our compensation program are to:

The Committee applies these objectives in selecting the specific elements of compensation.

The Committee also reviews and considers:

Executive Officer Compensation Processes

The Committee uses the following processes, procedures and resources to help it perform its responsibilities:

Competitive Benchmarking / Peer Group Analysis

Although the Company has no policy regarding the retention of independent consultants to conduct competitive benchmarking and/or a peer group analysis, it has, from time to time, engaged such consultants to assist the Committee in the review and determination of various compensation matters.

In August 2015 the Committee engaged an independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook”) to conduct an independent review of the Company’s executive compensation program and non-employee director compensation program, and to analyze how the Company’s executive compensation and non-employee director programs compare to the competitive market. As part of the review a group of 15 publicly-traded peer companies were selected and used for competitive benchmarking. The peer companies were selected by Cook and approved by the Committee. The selected companies are broadly similar to the Company in industry and/or scope of business operations and are within a reasonable size range of the Company. The companies in the peer group were: Cartesian, Inc., Computer Programs & Systems, Inc. CSP Inc., Edgewater Technology Inc., FalconStor Software Inc., The Hackett Group, Inc., Hooper Holmes, Inc., Information Services Group, Inc. Mattersight Corporation, PFSweb Inc., PRGX Global, Streamline Health Solutions, Inc., Sysorex Global Holdings Corp, WidePoint Corporation and Zix Corporation. The Company was positioned below the median of the peer group in terms of revenue for the last fiscal year, EBITDA for the trailing four quarters, and market capitalization.

In March 2016 the Committee engaged Cook to perform modelling and competitive benchmarking with respect to the Company’s 2013 Stock Plan. Cook used the same peer group of companies as set forth above for benchmarking.

Use of Compensation Consultants

As mentioned above, the Committee engaged Frederic W. Cook & Co. as its independent compensation consultant. Cook did not perform any services for the Company other than as directed by the Committee. Cook reports directly to the Committee. Prior to engaging Cook the Committee reviewed the firm’s qualifications and assessed its independence from management and any potential conflicts of interest. The Committee retains the authority in its sole discretion to retain Cook, approve Cook’s compensation, determine the nature and the scope of its services, evaluate its performance, and terminate its engagement.

Components of the Executive Compensation Program

The primary elements of the Company’s Executive Compensation Program are:

are described below. The Committee does not use a pre-set formula to allocate a percentage of total compensation to each compensation component, and the percentage of total compensation allocated to each compensation component varies among the executive officers. Instead, the Committee relies on the processes and factors described in this discussion and analysis and takes into account the current and historical compensation components, and amount of each component, for each executive officer.

Base Salary

The base salaries of our executive officers are designed to attract and retain a high performing and dedicated leadership team. The Committee reviews the performance evaluations and salary recommendations provided to the Committee by the CEO for each executive officer other than himself. Increases to the CEO’s base salary are determined by the Committee without a recommendation by Company management. Adjustments to base salary are determined based on the individual’s responsibility level, performance, contribution and length of service, after considering the Company’s financial performance, as well as any requirements set forth in the executive officer’s employment agreement. No adjustments were made to the named executive officer received aofficers’ base salary increase in calendar year 2015.2020.

Performance-Based Cash Incentives

Performance-based cash incentives provide the Company with a means of rewarding performance based upon the attainment of corporate financial goals, individual goals, and individual accomplishments and contributions to the Company. The Committee reviews Companythe Company’s financial performance and individual performance, accomplishments and contributions, as well as recommendations provided to the Committee by the CEO for each executive officer other than the CEO. Cash incentives may be paid pursuant to an incentive compensation plan or as cash bonuses. There were no incentive compensation plansBased on the Company’s performance in place2020, and on each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2020, in March 2021 the Committee awarded the following cash bonuses to named executive officers for the executive officers in 2015. The Committee determined notyear ended 2020: $300,000 to award cash incentives in 2015Mr. Abuhoff and instead focused on incenting performance through stock-based incentives.$170,000 to Mr. Mishra.

Stock-Based Incentives

The Company uses stock option grants as the primary vehicle for employee stock-based incentives. The Company also uses restricted share grants as a form of stock-based incentives. The Committee believes stock-based incentives align the executive officers’ interests with those of stockholders in building shareholderstockholder value over the long term, offer executive officers an incentive for the achievement of superior performance over time, and foster the retention of key management personnel. The number of stock options or restricted shares the Committee awards each executive officer is based on his or her relative position, responsibilities and performance, including anticipated future performance, potential and responsibilities, and performance over the previous fiscal year, to the extent applicable. The exercise price of stock options that are granted are equal to the closing market price of the Company’s Common Stock on the date of grant. The Committee also reviews and considers prior stock-based grants to each executive officer, including the extent to which any prior stock option grants remained unexercised upon expiration due to an underwater stock price at the time of expiration. The size of stock-based grants is not directly related to the Company’s performance. In December 20152020, the Committee awarded the following stock option grants to thenamed executive officers: 290,000400,000 shares to Mr. Abuhoff 180,000and 160,000 shares to Mr. Mishra and 115,000 shares to Mr. Nalavadi.Mishra. The stock options have an exercise price of $1.42, a term of ten years from the date of grant, and vest in three equal installments on December 31, 2016, December 31, 2017June 5, 2021, June 5, 2022 and December 31, 2018. In determining the size of the grants the Committee considered the data from the peer group competitive analysis discussed in the section entitled “Competitive Benchmarking / Peer Group Analysis”, and also took into account that no cash bonuses were paid to the executive officers in 2015. The Committee believes that an increased number of stock-based incentives granted to the executive officers better aligns management interests with those of stockholders by tying an increased percentage of compensation realized by the executive officers to changes in stockholder value over the long term.June 5, 2023.

Benefits and Perquisites

The Company offers retirement, health, life, and disability benefits, as well as medical and dependent care reimbursement plans to all full-time employees. These plans do not discriminate in scope, terms or operation in favor of executive officers. In addition, in calendar year 2015,2020, the Company (i) reimbursed Mr. Abuhoff $15,584$8,891 for the cost of life and disability insurance premiums an executive health assessment and related taxes pursuant to his employment agreement; (ii) provided Mr. Mishra benefits totaling $46,024 consisting of apartment rental, utilities, car rental and security in connection with the Executive’s foreign assignment, health insurance, and related fringe benefit taxes; and (iii) provided Mr. Nalavadi, in connection with his relocation to New Jersey, benefits totaling $36,536 for an apartment rental, utilities, and travel.agreement.

Severance and Change-of-Control

The Company uses severance and change-of-control agreements to attract and retain qualified, talented and dedicated executives and to help itthe Company remain competitive in the marketplace.

Results of 20152020 Advisory Vote on Executive Compensation

At the 20152020 Annual Meeting of Stockholders held in June 2015,2020, the Company’s stockholders approved the 20142019 compensation of the Company’s named executive officers by 86%95% of the votes cast. The Company took into account these results when making decisions about its compensation practices for the fiscal year ended December 31, 2020. The Compensation Committee values the stockholder feedback provided through the vote, as well as the feedback regarding Company performance received through communicationsconversations with stockholders subsequent to the vote. The Compensation Committee will continue to review the Company’s executive compensation programs to assure that the compensation of the named executive officers remains consistent with the objectives stated above under “Overview of Executive Compensation Program” and consider ways to further align these programs with stockholder interests.reflective of the Company’s financial performance.

COMPENSATION COMMITTEE REPORTofficers

Set forth below is information concerning the Company’s current named executive officers who are not directors.

Ashok Mishra has been the Company’s Executive Vice President and Chief Operating Officer since January 2007. Prior to 2007, Mr. Mishra held senior level positions with the Company and its subsidiaries for more than nine years. Mr. Mishra has served as Senior Vice President since May 2004, after serving as Vice President, Project Delivery from October 2001 through April 2004. Prior thereto, Mr. Mishra served as Assistant Vice President, Project Delivery from November 2000 to September 2001, and as General Manager and Head of the Facility of the Company’s India operations from 1997 to October 2000. Mr. Mishra holds a Bachelor of Technology degree in Mechanical Engineering from Pantnagar University (1976). He also has Component Manufacturing Technical Training from Alcatel France (1985) and completed a condensed MBA course from Indian Institute of Management Bangalore (1995).

Mark A. Spelker has been the Company’s Executive Vice President, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer since October 2020. Prior to joining the Company Mr. Spelker was an audit and technical consulting partner at CohnReznick LLP (“CohnReznick”), a position he held since 2000, and he also served as the National Director of SEC Services for CohnReznick, a position he held since 2012. CohnRenzick is a leading accounting, tax and business advisory firm. Since 2017, Mr. Spelker has also been a part-time lecturer in Accounting at Rutgers University. Mr. Spelker holds a B.S degree in Accounting from Villanova University (1982), and is a Certified Public Accountant.

The Compensation Committee has reviewedCompany’s executive officers are appointed by, and discussedserve at the Compensation Discussion and Analysis required by Item 402(b)discretion of, Regulation S-K with management. Based on such review and discussion, the Compensation Committee recommended to theour Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

The MembersDirectors. There are no family relationships between or among any of the Compensation Committee

Stewart R. Massey, Chair

Louise C. Forlenza

Andargachew S. ZellekeCompany’s executive officers and there are no arrangements or understandings between our executive officers and any other persons pursuant to which our named executive officers were appointed as officers.

Summary Compensation Table 2015SUMMARY COMPENSATION TABLE

The following table sets forth, information regardingfor the periods indicated, all of the compensation awarded to, earned by or paid or accrued to namedthe Company’s “named executive officers in 2015.officers” for the fiscal year ended December 31, 2020.

GRANTS OF PLAN-BASED AWARDS 2015

The following table summarizes the non-equity incentive plan awards granted to named executive officers in 2015.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

Jack S. Abuhoff

On March 25, 2009, the Company and Mr. Jack S. Abuhoff, the President and Chief Executive Officer of the Company, executed an employment Agreementagreement with an effective date of February 1, 2009 (the(as amended on July 11, 2011, the “Agreement”). The Agreement will continue until terminated by the Company or Mr. Abuhoff.

The Agreement provides for: annual base salary compensation of $424,350 subject to cost of living adjustments and annual discretionary increases as determined by the Company’s Board of Directors; additional cash incentive or bonus compensation for each calendar year determined by the Compensation Committee of the Board of Directors in its discretion and conditioned on the attainment of certain quantitative objectives to be established by the Compensation Committee with a target bonus of not less than 60% of Mr. Abuhoff’s base salary for the year; and stock options and/or other equity-based and/or non-equity-based awards and incentives as determined by the Compensation Committee in its sole and absolute discretion. The Agreement also provides for indemnification, insurance and other fringe benefits, and contains confidentiality, non-compete and non-interference provisions. Mr. Abuhoff’s annual base salary has been $500,000 since April 2012.

In the event Mr. Abuhoff is terminated by the Company other than for cause (as defined)defined in the Agreement), death or disability, or Mr. Abuhoff resigns his employment with the Company for good reason (as defined)defined in the Agreement), Mr. Abuhoff is entitled to receive (i) an amount equal to 200% of his (A) base salary and (B) the greater of his most recently declared bonus (as defined)defined in the Agreement) or the average of his three most recently declared bonuses to be paid in substantially equal payments over a period of 24 months; (ii) the continuation of his (and as applicable, his dependents’) medical and dental insurance until the earlier of the end of the maximum applicable COBRA coverage period or for the 24 month period immediately following Mr. Abuhoff’s termination (and if the COBRA period is shorter than the applicable 24 month period, pay to Mr. Abuhoff an amount equal to the monthly cost charged by the Company for COBRA coverage during the period beginning upon the expiration of the maximum COBRA coverage period and the end of the 24 month continuation period); (iii) the continuation of his life and long-term disability insurance for the 24 month period immediately following Mr. Abuhoff’s terminationtermination; (iv) payment of up to six weeks’ accrued but unused vacation; and (iv)(v) the removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives. If Mr. Abuhoff’s employment is terminated upon his death, his estate will receive payment of his base salary through the date of termination, a pro-rated bonus based on his performance of his objectives through the date of termination, and payment of up to six weeks of any accrued but unused vacation. If Mr. Abuhoff’s employment is terminated for disability he will receive payment of his base salary for a 90-day period following the date of termination, a pro-rated bonus based on active duty with the Company and conditioned on attainment of certain quantitative objectives, and payment of up to six weeks of any accrued but unused vacation. If Mr. Abuhoff’s employment is terminated for cause, Mr. Abuhoff will receive his base salary through the date of termination, and payment of up to six weeks of any accrued but unused vacation. Under the terms of the Agreement, Mr. Abuhoff’s receipt of the benefits described above is conditioned upon his entry into a separation agreement and general release, and an agreement, for a 12-month period following termination of his employment, not to compete or interfere with the Company, and not to employ or retain the services of an employee of the Company. In the event Mr. Abuhoff is terminated by the Company coincident with or following a change-of-control (as defined)defined in the Agreement), Mr. Abuhoff is entitled to receive (i) an amount equal to 300% of his (A) base salary and (B) the greater of his most recently declared bonus (as defined)defined in the Agreement) or the average of his three most recently declared bonuses, in either case to be paid in a lump sum payout within 30 days of the date of his termination; (ii) the continuation of his (and as applicable, his dependents’) medical and dental insurance until the earlier of the end of the maximum applicable COBRA coverage period or for the 36 month36-month period immediately following Mr. Abuhoff’s termination (and if the COBRA period is shorter than the applicable 36 month36-month period, pay to Mr. Abuhoff an amount equal to the monthly cost charged by the Company for COBRA coverage during the period beginning upon the expiration of the maximum COBRA coverage period and the end of the 36 month36-month continuation period); and (iii) the continuation of his life and long-term disability insurance for the 36 month36-month period immediately following Mr. Abuhoff’s termination; and (iv) the removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity and non-equity-based awards and incentives.

In the event Mr. Abuhoff is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment, the payments referenced above shall be delayed until the date that is six months and one day following his termination of employment (or, if earlier, the earliest other date as is permitted under Section 409A of the Code). The amount payable on such date shall include all amounts that would have been payable to Mr. Abuhoff prior to that date but for the application of Section 409A and the remaining payments shall be made in substantially equal installments until fully paid. Notwithstanding the foregoing, the six month delay shall not apply to any such payments made (A) during the short term deferral period set forth in Treasury Regulation Section 1.409A-1(b)(4), or (B) after said short term deferral period, payable solely on account of an involuntary separation from service (as defined in Section 409A of the Code) and in an amount less than the Section 409A Severance Exemption Amount. The Agreement also provides for potential tax gross-up payments in respect of taxes, penalties and/or interest that may be incurred by Mr. Abuhoff under Section 409A of the Code.

Ashok Mishra

On May 18, 2007, the Company and Mr. Ashok Mishra, the Executive Vice President and Chief Operating Officer of the Company, entered into a three year agreement with an effective date of January 1, 2007 whereby the Company agreed to cause one or more of its wholly-owned subsidiaries to offer employment to Mr. Mishra. Mr. Mishra’s agreement automatically renews for one year periods unless the Company either provides a notice of non-renewal by June 30 of the then current term or the Company and Mr. Mishra execute a new agreement prior to the end of the then current term. The agreement provides for annual base compensation of $175,000 per annum, subject to annual reviews for discretionary annual increases; and incentive compensation pursuant to an incentive compensation plan. The agreement also provides for insurance and other fringe benefits, and contains confidentiality, non-compete and non-interference provisions. In the event the Company terminates the agreement without cause, Mr. Mishra is entitled to receive his then base salary for 12 months following the date of termination.

O’Neil Nalavadi

The Company’s employment agreement with Mr. O’Neil Nalavadi, the Senior Vice President and Chief Financial Officer of the Company, expired on November 8, 2015. The Agreement contains indemnification, confidentiality, non-compete and non-interference provisions which survive the expiration of the Agreement.

Outstanding Equity Awards at fiscal year-end 2015

The following table summarizes the outstanding equity awards held by each named executive officer at December 31, 2015.

Potential Payments Upon Termination or Change-OF-Control

Estimated Termination or Change-of-Control Benefits at Year-End 2015

The following table summarizes the estimated value of payments to each of the named executive officers assuming different termination events occurred at December 31, 2015.

Payments on Change-of-Control

Pursuant to Mr. Abuhoff’s employment agreement, a change-of-control shall be deemed to have occurred as of the earliest of any of the following events:

Upon the Company’s termination of Mr. Abuhoff’s employment coincident or following a change-of-control, Mr. Abuhoff will receive:

Upon the occurrence of a change-of-control without a termination of Mr. Abuhoff’s employment, Mr. Abuhoff will receive:

Payments on Termination (other than upon Change-of-Control)

Jack S. Abuhoff

Pursuant to Mr. Abuhoff’s employment agreement, if Mr. Abuhoff’s employment is terminated by the Company other than for cause, death or disability, or Mr. Abuhoff resigns his employment for good reason (including the Company’s breach of its material obligations under the Agreement, the Company, without Mr. Abuhoff’s prior consent, relocating Mr. Abuhoff’s regular office location by more than 50 miles from its present location, the Company assigning duties to Mr. Abuhoff which represent a material diminution of his authorities, duties or responsibilities, or requiring him to report to any person or entity other than the Board of Directors, and the Company does not revoke or reasonably cure any such action within 30 days of receipt of notice from Mr. Abuhoff and Mr. Abuhoff resigns his employment within 30 days thereafter) Mr. Abuhoff will be entitled to (i) 200% of his (A) base salary and (B) the greater of his most recently declared bonus (as defined) or the average of the his three most recently declared bonuses to be paid in substantially equal payments over a period of 24 months; (ii) the continuation of his (and as applicable, his dependents’) medical and dental insurance until the earlier of the end of the maximum applicable COBRA coverage period or for the 24 month period immediately following Mr. Abuhoff’s termination (and if the COBRA period is shorter than the applicable 24 month period, pay Mr. Abuhoff an amount equal to the monthly cost charged by the Company for COBRA coverage during the period beginning upon the expiration of the maximum COBRA coverage period and the end of the 24 month continuation period); (iii) the continuation of his life and long-term disability insurance for the 24 month period immediately following Mr. Abuhoff’s termination; (iv) payment of up to six weeks’ accrued but unused vacation and (v) the removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives. If Mr. Abuhoff’s employment is terminated for death, his estate will receive payment of his base salary through the date of termination, a pro-rated bonus based on his performance of his objectives through the date of termination, and payment of up to six weeks’ accrued but unused vacation. If Mr. Abuhoff’s employment is terminated for disability he will receive payment of his base salary for a 90 day period following the date of termination, a pro-rated bonus based on active duty with the Company and conditioned on attainment of quantitative objectives, and payment of up to six weeks’ accrued but unused vacation. If Mr. Abuhoff’s employment is terminated for cause, Mr. Abuhoff will receive his base salary through the date of termination, and payment of up to six weeks’ accrued but unused vacation. In return for the benefits described above, Mr. Abuhoff is required to sign a separation agreement and general release, and agreed, for a 12 month period following termination of his employment, not to compete or interfere with the Company, and not to employ or retain the services of an employee of the Company.

In the event Mr. Abuhoff is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment, the payments referenced above (for both change-of-control and other than upon change-of-control) shall be delayed until the date that is six months and one day following his termination of employment (or, if earlier, the earliest other date as is permitted under Section 409A of the Code). The amount payable on such date shall include all amounts that would have been payable to Mr. Abuhoff prior to that date but for the application of Section 409A and the remaining payments shall be made in substantially equal installments until fully paid. Notwithstanding the foregoing, the six month delay shall not apply to any such payments made (A) during the short term deferral period set forth in Treasury Regulation Section 1.409A-1(b)(4), or (B) after said short term deferral period, payable solely on account of an involuntary separation from service (as defined in Section 409A of the Code) and in an amount less than the Section 409A Severance Exemption Amount. The Agreement also provides for potential tax gross-up payments in respect of taxes, penalties and/or interest that may be incurred by Mr. Abuhoff under Section 409A of the Code.

Ashok Mishra

On January 1, 2007, the Company and Mr. Mishra, the Executive Vice President and Chief Operating Officer of the Company, entered into a three year agreement with an effective date of January 1, 2007 whereby the Company agreed to cause one or more of its wholly-owned subsidiaries to offer employment to Mr. Mishra. Mr. Mishra’s agreement automatically renews for one-year periods unless the Company either provides a notice of non-renewal by June 30 of the then-current term or the Company and Mr. Mishra execute a new agreement prior to the end of the then-current term. The agreement provides for annual base compensation of $175,000 per annum, subject to annual reviews for discretionary annual increases; and incentive compensation pursuant to an incentive compensation plan. The agreement also provides for insurance and other fringe benefits, and contains confidentiality, non-compete and non-interference provisions. In August 2018, the Company and Mr. Mishra amended the agreement to provide that Mr. Mishra would be jointly employed by the Company and one of its wholly-owned subsidiaries. Mr. Mishra’s annual base compensation has been $300,000 since April 2016.

Pursuant to Mr. Mishra’s agreement, if the agreement is terminated without cause (as defined in Mr. Mishra’s employment agreement) or by Mr. Mishra with good reason (including the Company’s material breach of its obligations, reduction of base salary below the amount set forth(as defined in the agreement without Mr. Mishra’s consent, and assignment of duties to Mr. Mishra inconsistent with his position, and the Company does not reasonably cure such event after receipt of written notice from Mr. Mishra that he intends to resign his employment)employment agreement), he will be entitled to his base salary for 12 months following the date of his termination or resignation with good reason, any earned but unpaid incentive compensation, and payment for up to six weeks’weeks of any accrued but unused vacation. If the agreement is terminated due to Mr. Mishra’s death, his estate will receive payment of his base salary through the date of termination, any earned but unpaid incentive compensation, and payment for up to six weeks’ of any accrued but unused vacation. If the agreement is terminated due to Mr. Mishra’s disability he will receive payment of his base salary for a 90 day90-day period following the date of termination, any earned but unpaid incentive compensation, and payment for up to six weeks’ accrued but unused vacation. If thisthe agreement is terminated for cause (as defined in Mr. Mishra’s employment agreement), Mr. Mishra will receive his base salary through the date of termination, and payment for up to six weeks’weeks of any accrued but unused vacation. In return forUnder the terms of Mr. Mishra’s employment agreement, Mr. Mishra’s receipt of the benefits described above Mr. Mishra is required to signconditioned upon his entry into a separation agreement and general release, and agreedan agreement not to compete with the Company for a 12 month12-month period following termination of his employment, and not to solicit the customers of the Company or to solicit or employ the services of an employee of the Company for a 24 month24-month period following termination of employment.

O’Neil NalavadiMark A, Spelker

On October 2, 2020, the Company and Mr. Spelker entered into an Offer of Employment (the “Employment Agreement”) which provides for Mr. Spelker’s part-time, at-will employment with the Company. The Employment Agreement provides for an annual base salary of $100,000 for approximately four weeks of services per quarter, plus an additional eight weeks of services per annum, which may be increased if mutually agreed upon by the Company and Mr. Spelker, at a rate of $6,250 per week (or pro-rata portion thereof). As a part-time employee, Mr. Spelker will not be eligible for health insurance benefits, vacation or other benefits to which the Company’s full-time employees are entitled. Furthermore, the Employment Agreement contains a customary non-competition and non-solicitation provision during Mr. Spelker’s part-time employment with the Company and for 12 months thereafter. Additionally, contemporaneous with the Employment Agreement, the Company and Mr. Spelker entered into an agreement containing customary confidentiality, non-solicitation and invention assignment provisions, which apply during and after Mr. Spelker’s employment with the Company.

Outstanding Equity Awards at fiscal year-end 2020

The following table summarizes the outstanding equity awards held by each named executive officer at December 31, 2020. 

Potential Payments Upon Termination or Change-OF-Control

Estimated Termination or Change-of-Control Benefits at Year-End 2020

The following table summarizes the estimated value of payments to each of the named executive officers assuming
different termination events occurred at December 31, 2020.

Payments on Change-of-Control

Pursuant to Mr. Nalavadi’sAbuhoff’s employment agreement, that expired on November 8, 2015, Mr. Nalavadi is entitleda change-of-control shall be deemed to payment of his base salary and group medical and dental insurance for a period of six months following the date of expirationhave occurred as of the agreement.earliest of any of the following events:

Upon the Company’s termination of Mr. Abuhoff’s employment coincident or following a change-of-control, Mr. Abuhoff will receive:

Upon the occurrence of a change-of-control without a termination of Mr. Abuhoff’s employment, Mr. Abuhoff will receive:

QUALIFICATION BY REFERENCE

The matters described in the sections titled "Narrative Disclosure to Summary Compensation Tableand Grants of Plan-Based Awards Table" and "Potential Payments Upon Termination or Change-of-Control" are qualified in their entirety by reference to agreements previously filed by the Company in reports with the Securities and Exchange Commission.SEC.

DIRECTOR COMPENSATION FOR 20152020

Summary Director Compensation Table Update

The following table sets forth information regarding compensation paid or accrued to non-executive directors induring the fiscal year ended December 31, 20152020 for service as a Director.director.

Narrative Disclosure to Director Compensation Table

Each non-employee director is compensated at the rate of $2,500 per month, plus out-of-pocket expenses for each Board of Directors meeting they attend. Employees who are directors receive no compensation for serving on the Board of Directors. The Chairman of the Board of Directors receives an additional $4,166.67 per month, the Chair of the Audit Committee receives an additional $833.34$1,500 per month, the Chair of the Compensation Committee receives an additional $500 per month, and the Lead Independent DirectorChair of the Nominating Committee receives an additional $500 per month. Directors do not receive any compensation for serving as a member of a Committeecommittee of the Board of Directors.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

On June 5, 2020, each of Ms. Forlenza and Mr. Massey were granted options to purchase 50,000 shares of Common Stock and Mr. Toor was granted options to purchase 100,000 shares of Common Stock. Each option has an exercise price equal to $1.42, and was vested at the time of grant. The Company maintains a written policy and procedures for the review, approval, or ratification of any related party transactions that the Company is required to report under this sectionexercise price of the Proxy Statement. A related party, for purposesstock options was equal to the closing market price of the Company’s policy, means any (1) person who is or was (sinceCommon Stock on the beginningdate of the last fiscal year for which the Company has filed a Form 10-K and Proxy Statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director; (2) greater than five percent beneficial owner of the Company’s common stock; or (3) immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).grant.

Under the related party transaction policy, any transaction, arrangement or relationship or series of transactions, arrangements or relationships in which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year between the Company and a related party must be approved by the Audit Committee, unless the transaction, arrangement or relationship is pre-approved under the policy.

As set forth in the policy, in the course of its review, approval or ratification of a related party transaction the Audit Committee considers, among other factors it deems appropriate, whether the transaction is on terms no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

No director shall participate in any discussion or approval of a related party transaction for which he or she is a related party, except that the director shall provide all material information concerning the transaction to the Audit Committee and, if a member of the Audit Committee, may be counted in determining the presence of a quorum at any meeting at which the transaction is discussed and/or approved.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2016,April 7, 2021, certain information regarding the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934)Act) of the Company's Common Stock based upon the most recent information available to the Company for (i) each person known by the Company to own beneficially more than five (5%) percent of the Company's outstanding Common Stock, (ii) each director and nominee for director of the Company, (iii) each of the Company’s named executive officers, and (iv) all named executive officers and directors of the Company as a group. Unless otherwise indicated, each stockholder's address is c/o the Company, Three University Plaza Drive, Hackensack,55 Challenger Road, Ridgefield Park, New Jersey 07601.07660.