UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

GENPACT LIMITED

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Shareholder:

In these unprecedented times, we are intensely focusedpleased with our performance and trajectory as we help our clients transform their businesses. As in 2020, we continue to focus on both the health and welfare of our employees while acting with urgency to support our client needs.  We believe that by working together, we will emerge fromclients. Our agility and the COVID-19 pandemic stronger and betterdedication of our global workforce has allowed us to rapidly meet the needs of our clients in a time when digital transformation is more relevant than before.ever.

Our vision to bereputation as a trusted long-term partner for our clients by helping them to drive transformational change in their businesses is more relevant now than ever. Our ability togrowing as we deliver end-to-end, domain and process ledprocess-led solutions, leveraging analytics and digital technologies, helpsand help drive change and deliver measurable outcomesoutcomes. We are proud of the reputation we have built for delivering value and the strong relationships we have built and nurtured, especially in these challenging times.

Our purpose of “the relentless pursuit of a world that works better for people” acts as our North Star as we unlock value for our clients, so they can better compete in their marketsemployees, investors, and navigatecommunities. Our purpose fuels our passion and drive to improve the challenges associated with economic cycles.world for all of our stakeholders.

Differentiation in an expanding market

Our strategic focus on a chosen set of industry verticals, our end-to-end services, and geographic markets, along with strategicthe targeted investments we have made in digital, analytics, domain, and process hashave allowed us to reimagine our solutions and dramatically improve outcomes forbe increasingly relevant to our clients. We believe these factors let us compete betterare in thea growth market that remains highly underpenetrated and expanding markets we serve, andhave seen our total addressable market expand during 2020 in response to macro challenges.

This market expansion is primarily driven by the key reasonschanging needs of two different sets of clients: 1) existing clients engagewho want to accelerate their transformation journeys, leading to increased engagement with us include:on more services and in more buying centers than before; and 2) new clients who are now more open to partnerships in order to change and transform.

As of the end of 2019,2020, we served more than 25% of the Fortune Global 500, and we continue to expand into new relationships within this client segment. During 2019,2020, we increased the number of relationships with clients having more than $50 million in annual revenue and also signed new client logos that are first-time buyers for our kinds of services, including more mature services like finance and accounting.

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

Business highlights

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

During 2020, we continued to add new client logos and significantly expanded relationships with some of the most iconic brands in our client roster as C-suites and Boards looked to improve business outcomes and accelerate their digital transformation agendas in response to the challenges presented by COVID-19. Many of these deals and transitions were executed entirely remotely, building on our years of experience working in a global, technology-enabled environment. As we move forward, we plan to have a mix of in-office, remote, and hybrid delivery models for our global workforce based on client relationships will grow meaningfullyrequirements, local regulations, and employee preferences.

During 2020, we completed two acquisitions that strengthened our capabilities in size. This growth reflectscritical areas: digital commerce and data and analytics. We use internal capability development, partnerships, large targeted carve-outs from our strategyclients, and acquisitions to aligncontinue to develop and evolve our Transformation Services, which bring together digital, analytics,solutions, allowing us to be differentiated and consulting,win in the market.

2020 highlighted the strength and relevance of the strategic choices we have made, and we are pleased with our more traditionalexecution. We believe we are well positioned to continue to help our clients fulfill critical needs and transform their business process services, which make upmodels over the long-term in the post-pandemic “new normal.”

Our people

Our people remain our Intelligent Operations business. We expect this alignmentmost valuable asset. Our culture of agility, flexibility, and exceptional client focus allows us to drive greater impactdeliver for our clients regardless of the macroeconomic environment. Our global team truly embodies our purpose and relentlessly pursues better outcomes for our clients and improve the likelihood that our clients will select us as a partner of choice for their large-scale transformation journeys.communities.

Our two synergistic routesculture of learning fuels our ability to market – digitally-embedded Intelligent Operations thatbe agile and nimble in serving clients. Powered by our internal learning platform, Genome, we runprovide our people with the right tools and deliver formethods to develop relevant digital transformation and other professional skills at scale. We continue to deepen our clients every dayexpertise and digitally-led Transformation Services – are allowing usknowledge of the industry domains we serve and the outcome-focused services we offer, including processes bolstered by our Lean Six Sigma heritage. We currently have more than 68,000 active Genome users and have used Genome to tap into an expanding, under-served market leadingtrain more than 24,000 people on AI and machine learning, 12,600 people on data and analytics, and 10,200 people on customer and user experience. Combined with our internal employee redeployment platform, TalentMatch, we successfully redeployed more than 10,000 colleagues in 2020 to large-scale, end-to-end client transformations.support the changing needs of our clients.

Financial Performance

During 2019, outstanding2020, our strong execution, dedication to our clients, and continuedculture of embracing change enabled us to grow revenue and maintain margins in the face of the challenging macroenvironment. We continue to see excellent momentum in Transformation Services wins capped off one ofwhich led our best revenue growth years ever.as we expanded our offerings to meet the demand for digital solutions that we have seen across all industry verticals. This also translated into healthy adjusted diluted earnings per share¹ growth.

While our full-year 2020 results came in lower than our initial expectations as a result of COVID-19, we believe our industry-leading revenue growth demonstrates the resilience of our business and operating cash flow growththe non-discretionary nature of the services we provide for our clients.  

Throughout 2020, we grew client relationships, signed new logos, and won new large deals after an elongation of decision-making cycles earlier in the year. The momentumyear in reaction to the initial onset of COVID-19. While our exposure to clients adversely impacted by macroeconomic challenges is minimal, we saw coming out of 2018 continuedhave

demonstrated true partnership with these clients, adjusting our relationships to meet their changed needs while keeping in mind the opportunities to grow in the future. As the environment stabilized later in the year, we recorded our highest quarterly bookings ever in the fourth quarter, positioning us well for future long-term growth.  

throughout 2019, as our growing reputation as a preferred transformation partner, led to strong results. Not only are our traditional service lines in finance and accounting as well as sourcing and procurement expanding, we are also seeing growth in newer, value-add areas, such as supply-chain services and risk and financial crimes services. About half our revenue is now generated

Our performance through industry-specific service lines where the value we are delivering goes well beyond identifying cost savings for our clients.

Over the last five years, we have delivered a compounded annual revenue growth rate for Global Clientschallenges of nearly 11%, with consistent double-digit growth reported each year. This strong performance2020 reflects the execution of our strategy focused on a set of industry verticals and service lines where we have deep domain expertise and have investedour investments in automation,digital capabilities, experience, data and analytics, artificial intelligence (AI), and customer experience capabilities.cloud. Our consistent strong execution has also reinforced our credibility as a trusted advisor to our clients.

Here are some highlights from 2019:2020:

Based on the bookings momentum we saw in the fourth quarter of 2020, we expect Global Client revenue to return to our historical pattern of delivering double-digit annual revenue growth by the fourth quarter of 2021.

Driving total shareholder return

We returned $95$211 million of capital to shareholders in 2019,2020, including approximately $65$74 million from our regular quarterly dividend of 34 cents per share and $30$137 million in share repurchases. Since we instituted our share buyback program in 2015, we have reduced our net shares outstanding by 14%19%.

Our

Since announcing our focused growth strategy in early February 2014, our total shareholder return (TSR) for the five-year period ended December 31, 2019 wasis approximately 129%300%.⁶

Business highlightsLong-term outlook

Leveraging

Given the underpenetrated, large, and expanding total addressable market for our global workforce, we partner withservices, as well as our sharp differentiation in driving digital and data analytics-led transformation for our clients, we continue to design innovative solutionsexpect to deliver positive business outcomes and build flexible operating modelsdrive double-digit to create competitive advantage and maintain business continuity.low-teens Global Client growth over the long-term.

We added a number of iconic brandsAfter responding to challenges related to COVID-19, we expect to return to our client roster throughout 2019, leadingstrategic objective of deliberately driving adjusted income from operations margin expansion and balancing long-term profitable growth while still investing meaningfully in our business.

Additional environment, social, and governance (ESG) considerations

2020 reinforced the importance of serving our stakeholders, including our clients, employees, investors, and the communities in which we operate. We are proud to be named a heightened level2021 World’s Most Ethical Company by the Ethisphere Institute for the third time.

Over the last ten years, we have made meaningful strides in promoting a diverse and inclusive workplace with women now representing more than 40% of inbound C-suite calls as companies explore ways to engage with us to transform their businesses. We completed two acquisitions that strengthened our capabilities in critical areas: financial crimesglobal workforce and risk management and digital experience. We also saw increased momentum in supply chain services throughout45% of our Board of Directors.⁷ During the year, following an acquisition in late 2018. Between internal development, partnerships, acquisitions, and large targeted carve-outs from our clients, we now have an active portfolio of solutions that we manage, allowing us to leverage them for scale.

The COVID-19 pandemic has impacted all of our lives in so many different ways, and it has become clear over the past several weeks that the way business gets done may forever be changed.  Companies across the globe have had to adapt to working remotely.  For Genpact, this has been part of our culture for many years. Asalso elevated racial equity as a result, we believe we are well positioned for the “new normal”high priority and are engaging virtuallybuilding programs to drive change focused on attracting, building, and retaining racially diverse talent.

We have become increasingly focused on sustainability as a corporate priority and are driving initiatives to minimize our climate impact by making our operating facilities greener through increased use of renewable energy, continuous improvement in water consumption, and minimization of waste, including the elimination of non-essential single use plastics and recycling of food waste.

We are committed to our ESG initiatives and to sharing our progress transparently with our clients to help them fulfill critical needs. We continue to partner with them to transform business models over the long term.stakeholders.

Our people

Our people continue to be our most valuable asset and our culture of agility, flexibility, and exceptional client focus allows us to deliver for our clients during good times as well as challenging ones. I am personally inspired by the high level of commitment demonstrated by our global team to support essential services for our clients during these extraordinary times.  

In 2019, we launched our internal learning platform, Genome, to provide our people around the world with the right tools and methods to develop relevant digital transformation and other professional skills at scale. We continue to deepen our expertise and knowledge of the industry domains we serve and the outcome-focused services that we offer, including processes bolstered by our Lean Six Sigma heritage. This culture of learning, and the knowledge we continuously acquire, feeds our ability to be agile and nimble in serving clients.

Annual General Meeting

It

Finally, it is my pleasure to invite you to the 20202021 Annual General Meeting of Shareholders of Genpact Limited to be held on Wednesday, May 20, 2020 at 1155 Avenue of the Americas, Fourth Floor, New York, NY 10036.5, 2021. The Annual General Meeting will begin at 12:00 p.m. Eastern Daylight Time. In the event it is not possible or advisable to holdinterest of the health and safety of our annualshareholders, employees, and communities, the 2021 Annual General Meeting will be conducted again this year in a virtual meeting as currently planned, we will announce any additional or alternative arrangements for the meeting as promptly as practicable, which may include a change in venue or holding the meeting by means of remote communication.  Please monitor our press releases at www.genpact.com/about-us/media/press-releases for updated information. If you are planning to attend our annual meeting, please check the website in the days leading upformat due to the meeting date.ongoing COVID-19 pandemic.

The enclosed Notice of our 20202021 Annual General Meeting and Proxy Statement provides important information about the matters to be considered and voted upon at the annual meeting. We hope that you will read the enclosed materials and submit your voting instructions by proxy. Voting by proxy will ensure your representation at the annual meeting even if you are unable to attend in person.the meeting. The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3 included in the enclosed notice.

Pursuant to the Securities and Exchange Commission rules that allow users to furnish proxy materials to shareholders over the Internet instead of a printed copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of 20202021 Annual General Meeting of Shareholders. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. On or about April 9, 2020March 25, 2021, we will mail our shareholders a Notice Regarding the

Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2019.2020.

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

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

NoticeNOTICE OF 20202021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

We intendOur 2021 annual general meeting of shareholders will be held virtually via the Internet at www.meetingcenter.io/285557805 due to holdthe ongoing COVID-19 pandemic.  There will not be a physical meeting location for our 2021 annual meeting, and shareholders will not be able to attend the 2021 annual meeting in person.  However, we are actively monitoring the coronavirus (COVID-19) pandemic and are sensitive toIn light of the public health and travelsafety concerns ourrelated to the COVID-19 pandemic, we believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world.  Pending the status of the COVID-19 pandemic, we expect to resume holding in-person annual general meetings of shareholders in 2022.

Using the details above, there are two options to log in to the virtual meeting: join as a “Shareholder” or join as a “Guest.”  

If you were a shareholder as of the close of business on March 12, 2021 and have your control number, you may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce any additional or alternative arrangements forjoin the meeting as promptly as practicable, which may include a change in venue or holding“Shareholder” using the password above.  Shareholders who join with their control number will be able to vote and ask questions during the annual meeting by following the instructions available on the meeting by means of remote communication.  Please monitor our press releases at www.genpact.com/about-us/media/press-releases for updated information. website during the meeting. For registered shareholders, the control number can be found on your proxy card or notice, or email you previously received.

If you are planninghold your shares through an intermediary, such as a bank or broker, you must register in advance to attend ourthe annual meeting please checkand participate as a “Shareholder.” To register, you must submit proof of your proxy power (legal proxy) reflecting your Genpact shareholdings, along with your name and email address to our transfer agent, Computershare. To do this, you must forward the website inemail from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m., Eastern Daylight Time, on April 30, 2021. You will receive a confirmation email from Computershare of your registration.

If you do not have a control number, you may still attend as a “Guest” (non-shareholder) but will not have the days leading upoption to vote your shares or ask questions during the meeting date.virtual annual meeting.

Meeting Agenda

The Board recommends that you vote“ “FOR”FOR” each director nominee included in Proposal No. 1 and “FOR”FOR” Proposal Nos. 2 and 3. The full text of these proposals is set forth in the accompanying proxy statement.

Voting Instructions

Shareholders of record at the close of business on March 27, 202012, 2021 are entitled to vote at the annual meeting.

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

This year, weWe have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide many of our shareholders access to our proxy materials and our Annual Report on Form 10-K by notifying you of the availability of our proxy materials and our Annual Report on Form 10-K via the Internet. The notice and access model provides the Company with a fast, efficient and lower-cost way to furnish shareholders with their proxy materials and reduces our impact on the environment. As a result, on or about April 9, 2020,March 25, 2021, we will mail our shareholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions for how to access the proxy materials and our Annual Report on Form 10-K via the Internet (or how to request a paper copy) and how to vote online.  We will also deliver printed versions of the proxy materials to shareholders who request paper copies of the proxy materials. On the date of mailing of the Notice, all shareholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice and in the proxy statement. These proxy materials will be available free of charge.

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

Please let us know if you plan to attend the Annual Meeting.

Table of Contents

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

GENPACT LIMITED

Victoria Place, 5^th FloorCanon’s Court

3122 Victoria Street

Hamilton HM 1012

Bermuda

May 20, 20205, 2021

This proxy statement contains information about the 20202021 Annual General Meeting of Shareholders of Genpact Limited, which we refer to in this proxy statement as the “annual meeting” or the “meeting.” TheTo support the health and well-being of our shareholders, employees and directors in light of the ongoing COVID-19 pandemic, the annual meeting will be held virtually via the Internet at www.meetingcenter.io/285557805on Wednesday, May 20, 2020, at 1155 Avenue of the Americas, 4^th Floor, New York, NY 10036.5, 2021. The annual meeting will commence at 12:00 p.m. localeastern daylight time.  There will not be a physical meeting location for the annual meeting, and shareholders will not be able to attend the annual meeting in person.

This proxy statement is furnished by the board of directors of Genpact Limited, which is also referred to as “Genpact” or the “Company” in this proxy statement, in connection with the solicitation of proxies for use at the annual meeting and at any postponement or adjournment of the annual meeting. All proxies will be voted in accordance with the instructions they contain. If no instruction is specified on a proxy, it will be voted in accordance with the recommendation of our board of directors. The board of directors recommends that you vote FOR each director nominee included in Proposal 1 and FOR Proposals 2 and 3. A shareholder may revoke any proxy at any time before it is exercised by voting at a later date online or by telephone, by giving our Secretary written notice to that effect either before or atduring the annual meeting, by signing and submitting another proxy with a later date, or by attending the meeting in person and voting such holder’s shares.holder's shares online at the annual meeting.

A Notice Regarding the Availability of Proxy Materials with instructions for how to access the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders on or about April 9, 2020.March 25, 2021. If you request a paper copy of the proxy materials, you may also vote by telephone or by mailing a proxy card in accordance with the process described in the proxy materials.

ThisIn this proxy statement relateswe make reference to 2019 performance and compensation, neithermaterials available on our website, www.genpact.com. Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, as a part of which were affected by the COVID-19 pandemic.  The COVID-19 pandemic could significantly impact 2020 financial results and compensation outcomes.this proxy statement, nor is it incorporated herein.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 as filed with the United States Securities and Exchange Commission (the “SEC”"SEC"), except for exhibits, will be furnished without charge to any shareholder upon written request to us c/o Genpact LLC, 1155 Avenue of the Americas, 4th Floor, New York 10036, Attention: Corporate Secretary.

Corporate Governance

OVERVIEW

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

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

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

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

Genpact LLC

1155 Avenue of the Americas, 4th Floor

New York, New York 10036

Attention: Corporate Secretary

20192020 Corporate Governance Highlights

Board Refreshment

Appointed two new directors in 2019,and a new independent Chairman of the Board since our last annual meeting, enhancing the breadth and depth of the skills, experience and diversity of theour board of directors.

Shareholder Engagement
 

Engaged within shareholder outreach to investors representing nearly 60%about 70% of our shares outstanding during 2019.in 2020.  (See “Compensation Discussion and Analysis—Shareholder Engagement” for more information.)

Company Recognitions
 

Named one of Ethisphere’s “World’sEthisphere's "World's Most Ethical Companies”Companies" for two consecutive years (2019the third time.

Named a “Leader in Sustainability” by Frost & Sullivan and 2018).The Energy and Resources Institute.

Winner of the Association for Talent Development’s BEST Award for talent development.

CORPORATE GOVERNANCEGOVERNANCE HIGHLIGHTS

We are committed to governance policies and practices that are designed to serve the best interests of Genpact and our shareholders. Our governance practices and policies include the following, among other things:

* See “Important Information about the Annual General Meeting and Voting—How and when may I submit a shareholder proposal, including a shareholder nomination for director, for the 2021 annual general meeting?” on page 69 for information about submitting proposals for consideration at our next annual meeting. See also the section titled “Director Nomination Process and Director Characteristics”

SUSTAINABILITY

Information regarding our sustainability, environmental, social, and human capital management activities is available in our “Genpact Sustainability Report” posted on our website. We have been issuing Sustainability Reports every other year since our first publication in 2011 and beginning in 2021 will be publishing our Sustainability Report annually.  We encourage you to learn more about our many sustainability initiatives and our progress towards meeting our goals, including with respect to human capital management, by reviewing our “Genpact Sustainability Report” located on the Corporate Governance section of our website at genpact.com/investors.  Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, such as our Sustainability Report, as a part of this proxy statement, nor is any such information incorporated herein.

DIRECTOR INDEPENDENCE

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

DIRECTOR NOMINATION PROCESS AND DIRECTOR CHARACTERISTICS

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

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

The nominating and governance committee and the Board also believe that diversity with respect to tenure is important in order to balance the fresh perspectives brought by newer directors with the deep institutional knowledge and experience of our longer tenured directors. Our director nominees have a medianan average tenure of 7six years. Our shortest-serving director nominee has served onjust been appointed to our Board for less than a year,effective March 29, 2021, and our longest-serving director nominee has served on our Board for 1516 years.  In the past 1224 months, we have added twofour new directors to our board of directors, replacing four directors who completed their impactful tenures on our board (which includes Mr. Scott, who is not standing for re-election this year).board.

Select characteristics of our director nominees are set forth below:

Shareholders may recommend individuals to the nominating and governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, including information regarding the number of shares owned by any potential director candidate, and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common shares for at least a year as of the date such recommendation is made, to the Secretary of the Company, c/o Genpact LLC, 1155 Avenue of the Americas, 4th4^th Floor, New York, NY 10036. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and governance committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

MEETINGS OF THE BOARDBOARD OF DIRECTORS

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

of corporate resources. Management keeps the directors informed of Company activity through presentations at board of directors and committee meetings.

The board of directors met, in person or telephonically, four14 times in 2019.2020. During 2019,2020, each of our directors attended 75% or more of the total number of meetings of the board of directors and the committees of which such director was a member during the period of time he or she served on such committee. Our Corporate Governance Guidelines set forth our policy that directors are expected to attend annual general meetings of shareholders. All of our directors standing for re-election at the 20202021 annual meeting who were serving on our board of directors at the time of the 20192020 annual meeting attended the 20192020 annual meeting.

COMMITTEES OF THE BOARD OF DIRECTORS

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

The table below sets forth the committees of our board, the composition of each committee and the number of meetings of each committee during 2019.2020.

The tables below set forth the primary responsibilities of each committee of our board.  The lists of responsibilities set forth below are not exhaustive.  A complete list of each committee’scommittee's responsibilities can be found in the charter for each committee, available on our website, www.genpact.com.

Audit Committee

Audit Committee

Compensation Committee

Compensation Committee

Nominating and Governance Committee

Nominating and Governance Committee

BOARD LEADERSHIPLEADERSHIP STRUCTURE

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

ANNUAL BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATION PROCESS

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

In 2019,From time to time, the board of directors engagedengages an independent third party with substantial experience in board evaluations and organizational effectiveness to lead the board evaluation. The last time the board engaged a third party to lead the board evaluation process was in 2019.  In 2020, the board led its own self-evaluation process, which included written evaluations of the board as a whole, each committee and individual directors and was led by the Chair of the nominating and governance committee.  The process also included one-on-one interviews between the Chair of the nominating and governance committee and each other member of the board.  The evaluation process engaged theour directors on a wide range of topics, including board and committee structure, board dynamics and operations, and board, committee and individual director effectiveness and performance.  Following the completionconclusion of thisthe evaluation process, the third partyboard reviewed and discussed its assessment with the full board of directorsevaluation results and, each committee ofin response, established certain agenda items for the board of directors.and its committees to act upon in 2021.

The results of the 2020 evaluation process support the board of director’sboard’s belief that the board and its committees are operating effectively.

RISK OVERSIGHT

Our management is responsible for risk management on a day-to-day basis, and our board and its committees oversee the risk management activities of management. The audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, cybersecurity, internal controls and compliance with legal and regulatory requirements, and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management. The compensation committee assists the board in fulfilling its oversight responsibilities

with respect to the management of risks arising from our compensation policies and programs.programs and succession planning for our executive officers. The nominating and governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance.

COMMUNICATING WITH THE INDEPENDENT DIRECTORS

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

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

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

Board of Directors

Genpact Limited

c/o Genpact LLC

1155 Avenue of the Americas, 4th Floor

New York, New York 10036

Attention: Corporate Secretary

CODE OF ETHICAL BUSINESS CONDUCT

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

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Genpact Limited is a participant, the amount involved exceeds $120,000, and one of our officers, directors, director nominees or 5% shareholders (or their immediate family members), each of whom we refer to as a “related"related person,”" has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related"related person transaction,”" the related person must report the proposed related person transaction to our General Counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the board’sboard's audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chair of the audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’sperson's interest in the transaction. The audit committee will review and consider such information regarding the related person transaction as it deems appropriate under the circumstances.

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is in the Company’sCompany's best interests. The audit committee may impose any conditions on the related person transaction that it deems appropriate.

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

Shareholder AgreementWe did not have any related person transactions in 2020.

Prior to November 21, 2019 we were party to a shareholder agreement with Bain Capital and its co-investors, which provided Bain Capital the right to designate for nomination four directors to our board, so long as Bain Capital maintained certain minimum shareholding thresholds, and the shareholders party to the agreement agreed to vote their shares for the election of such persons. The number of directors that Bain Capital was entitled to designate for nomination was reduced if its ownership of our common shares declined below certain levels and this right ceased if such ownership fell below 7.5% of our outstanding common shares. Following a series of share sales, Bain Capital no longer owns any of our common shares as of November 21, 2019 and is no longer entitled to designate for nomination any directors pursuant to the shareholder agreement.

Subject to certain conditions and with certain exceptions, the shareholder agreement granted Bain Capital the right to require us to register for public resale under the Securities Act of 1933 all common shares that it requested be registered. In addition, subject to certain conditions and with certain exceptions, the shareholder agreement granted Bain Capital piggyback rights on any registration for our account or the account of any other holder of our common shares. These rights were subject to certain limitations, including customary cutbacks and other restrictions. The agreement also set forth provisions for us to indemnify selling shareholders in specified circumstances and required us to bear all fees, costs and expenses, except underwriting discounts and selling commissions.

Prior to the one-year anniversary of the date when Bain Capital’s ownership of our common shares fell below 7.5%, Bain Capital is subject to certain restrictions with respect to the acquisition of additional securities of, and certain exercises of control over, including making any offers for the purchase of, the Company. Notwithstanding the foregoing, the shareholder agreement granted Bain Capital the right to maintain its percentage ownership in the event we issued additional securities by purchasing a percentage of any additional securities we issued.

The shareholder agreement also contained provisions regarding corporate opportunities under which directors nominated by Bain Capital pursuant to the shareholder agreement were not required to present to us certain corporate opportunities.

Upon the closing of a secondary equity offering pursuant to which Bain Capital and its co-investors sold 15,430,841 common shares on November 21, 2019, the shareholder agreement automatically terminated.

Expense Reimbursement Agreement

Pursuant to an expense reimbursement agreement between us and Bain Capital Partners, LP entered into on March 3, 2015, we agreed to reimburse Bain Capital Partners, LP and its affiliates for reasonable out-of-pocket expenses incurred by their respective representatives in connection with certain financial, managerial, operational or strategic advice or other services provided to us by Bain Capital Partners, LP effective January 1, 2013. The expense reimbursement agreement provided for our indemnification of Bain Capital Partners, LP, Bain Capital Investors, LLC and their respective affiliates and representatives subject to certain terms and conditions. The initial term of the expense reimbursement agreement ran until December 31, 2015, after which it automatically renewed annually. Prior to a series of share sales, affiliates of Bain Capital Partners, LP owned more than 10% of our common shares outstanding. Upon the closing of the final sale in November 2019, such affiliates no longer own any of our common shares. We reimbursed less than $5,000 for expenses incurred in 2019 pursuant to the expense reimbursement agreement.

Secondary Offerings

On February 15, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, certain affiliates of Bain Capital, together with their co-investors (collectively, the “Selling Shareholders”), sold 10.0 million of our common shares at a price of $32.22 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering.

On May 24, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, the Selling Shareholders sold 10.0 million of our common shares at a price of $36.01 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering.

On August 16, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, the Selling Shareholders sold 12.5 million of our common shares at a price of $40.59 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering.

On November 21, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, the Selling Shareholders sold 15,430,841 of our common shares at a price of $39.95 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering. Following this offering, the Selling Shareholders no longer own any of our common shares.

Security Ownership of Certain Beneficial Owners and Management

The following table contains information regarding the beneficial ownership of our common shares as of March 27, 202012, 2021 by:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Common shares subject to options that are currently exercisable or are exercisable within 60 days of March 27, 202012, 2021 are deemed to be outstanding and beneficially owned by the person holding such options. Such shares, however, are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 190,201,079187,149,112 common shares of Genpact Limited outstanding on March 27, 2020.12, 2021.

Director Nominees

Our board of directors currently consists of ten members.eleven members, including Tamara Franklin, who was appointed to serve on our board effective March 29, 2021. The nominating and governance committee of the board of directors has recommended to the board of directors, and the board of directors has nominated, the nineeleven persons whose biographies appear below for election as directors with terms expiring at the 20212022 annual meeting. Unless a contrary direction is indicated, it is intended that proxies received will be voted for the election as directors of the nineeleven nominees, each to serve for a one-year term until their successors are elected or the incumbent resigns. Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected. In the event any nominee for director declines or is unable to serve, there will be a vacancy created on the board of directors, which the board of directors may fill on the recommendation of the nominating and governance committee. Our current director and chairman of the board, Robert Scott, will end his service on the board effective upon the annual meeting, at which time the size of our board of directors will be reduced from ten to nine members. Upon and subject to his reelection to the board at the annual meeting, James Madden will become the chairman of the board.

Set forth below is certain biographical information as of the date of this proxy statement about each nominee for election to our board of directors, including information each nominee has given us about his or her age, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she has served as a director in the past five years. The information presented reflects the specific experience, qualifications, attributes and skills that led the board to conclude that each of these individuals is well-suited to serve on our board. Information about the number of common shares beneficially owned by each current director appears above under the heading “Security Ownership of Certain Beneficial Owners and Management.”

DIRECTOR PROFILES

There are no family relationships among any of the directors and executive officers of Genpact. No arrangements or understandings exist between any director or any person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.

Proposal 1 – election of directors

BOARD RECOMMENDATION: The board of directors believes that approval of the election of all nominees listed above is in the Company’sCompany's best interests and the best interests of our shareholders and therefore recommends a vote FOR all of these nominees.

Director Compensation

The compensation committee, which is comprised solely of independent directors, reviews and approves the compensation arrangements for our directors. The components of our 2019 non-employee director compensation are set forth below.      

ELEMENTS OF 2019 DIRECTOR COMPENSATION

Under our 2019 director compensation program, our non-employee directors received an annual retainer with a total value of $182,500, divided between cash and equity – in the form of a restricted share unit (“RSU”) grant – as depicted below.

In addition to an annual cash retainer and RSU grant, for 2019 our non-employee directors received the additional compensation below, as applicable.  All cash retainers are paid in quarterly installments based on each director’s service on the board or a committee during such quarter.

Governance Features

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

The following table sets forth the compensation of our non-employee directors for the fiscal year ended December 31, 2019.

The following table sets forth, with respect to each non-employee director, (i) the grant date of the RSU award granted during the 2019 fiscal year, (ii) the aggregate number of the Company’s common shares subject to each such award, and (iii) the grant-date fair value of each such award, calculated in accordance with ASC Topic 718.  

The table below sets forth the aggregate number of common shares subject to unvested RSU awards held by each of our non-employee directors as of December 31, 2019.  There were no common shares subject to outstanding options held by our non-employee directors as of December 31, 2019.

CHANGES TO DIRECTOR COMPENSATION FOR 2020

In connection with its 2019 review of director compensation, the compensation committee considered the results of an independent analysis on director compensation prepared by FW Cook.Cook, an independent, external compensation consulting firm. As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of CEO compensation in 2018.  After considering the information contained in the FW Cook report, the compensation committee maderecommended and the board approved the following changes to our director compensation program effective January 1, 2020 to align director compensation levels within the market median range:

All other features of our director compensation program were left unchanged.  The components of our 2020 non-employee director compensation are set forth below.

ELEMENTS OF 2020 DIRECTOR COMPENSATION

Under our director compensation program, our non-employee directors received an annual retainer with a total value of $245,000, divided between cash and equity — in the form of an RSU grant — as depicted below.

In addition to an annual cash retainer and RSU grant, our non-employee directors receive the additional compensation below, as applicable.  All cash retainers are paid in quarterly installments based on each director's service on the board or a committee during such quarter.

Governance Features

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

The following table sets forth the compensation of our non-employee directors for the fiscal year ended December 31, 2020.

The following table sets forth, with respect to each non-employee director, (i) the grant date of the RSU award granted during the 2020 fiscal year, (ii) the aggregate number of the Company's common shares subject to each such award, and (iii) the grant-date fair value of each such award, calculated in accordance with ASC Topic 718.

The table below sets forth the aggregate number of common shares subject to unvested RSU awards held by each of our non-employee directors as of December 31, 2020.  There were no common shares subject to outstanding options held by our non-employee directors as of December 31, 2020.

Executive Officer

COMPENSATION DISCUSSION AND ANALYSIS

The compensation committee of the board of directors oversees our executive officer compensation program. In this role, the compensation committee reviews and approves all compensation decisions relating to our named executive officers. This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer (referred to as our CEO), our Chief Financial Officer (referred to as our CFO) and our three next most highly paid executive officers as determined under the rules of the SEC. Such individuals are referred to as our named executive officers.

Our named executive officers (also referred to as “NEOs”"NEOs") for 20192020 are:

*Mr. Mazhari resigned effective January 31, 2020.

20192020 Key Financial Highlights

Our 2019 financial results reflected strong performance across our businesses with double-digit increases inIn 2020, we faced a number of metrics driving superior shareholder value.  Inlogistical and macroeconomic challenges related to the COVID-19 pandemic, including the need to quickly transition tens of thousands of employees across the globe to a virtual, work-from-home operating environment and extended economic uncertainty that resulted in delayed client decision-making as well as delays or cancellations of new projects or orders.  All of these factors had an adverse impact on our bookings, revenues and operating income for the year. However, against this backdrop, our agility and culture of embracing change allowed us to rapidly adapt to meet client needs and pivot to new ways of working.  We also focused on employee engagement and well-being during 2020, promoting employee training and re-skilling through our learning platform called Genome and providing internal opportunities through TalentMatch, our employee redeployment platform launched in 2020.

Our financial results for the year, although lower than initially expected, reflect strong performance, including a 5% increase in total net revenues compared to 2019, wein spite of the many challenges presented by the COVID-19 pandemic.  We continued to follow a strategy focused on delivering differentiated, domain-led solutions that create value for our clients.in a focused set of geographies, industry verticals and service lines.  During the year we made acquisitions in two focus areas – financial crimesexperience-led transformation and risk,data and experience-led transformationanalytics – and continued to invest in our existing digital capabilities and domain expertise, all in an effort to accelerate the business outcomes we can drive for our clients.

Our 20192020 financial results include: