Business Context and Reporting Period
This Form 8-K Current Report was filed by Genpact Limited on March 6, 2012. The filing discloses the granting of performance share awards to executive officers and senior employees under the Company's 2007 Omnibus Incentive Compensation Plan.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material event reported is the grant of performance share awards on March 6, 2012. The awards are contingent on performance goals measured over the 2012 fiscal year and continued service through December 31, 2014.
Guidance, Outlook, and Management Commentary
The performance share awards are tied to two specific performance criteria for the 2012 fiscal year:
- Company revenue growth
- Adjusted income from operations growth
Payout levels range from 0% to 150% of the target award based on the following thresholds:
| Performance Level | Revenue Growth Target | Adjusted Income from Operations Growth Target |
|---|---|---|
| Outstanding (150% payout) | 20% | 20% |
| Target (100% payout) | 17% | 17% |
| Threshold (75% payout) | 14% | 14% |
If performance for either metric falls below the threshold, no payout will occur. Recipients must remain employed through December 31, 2014, to vest in the shares, subject to exceptions for death, disability, or change in control.
Named Executive Officer Awards
| Name and Title | Target Performance Shares | Minimum Actual Shares | Maximum Actual Shares |
|---|---|---|---|
| NV Tyagarajan (CEO) | 100,000 | 0 | 150,000 |
| Mohit Bhatia (CFO) | 30,000 | 0 | 45,000 |
| Patrick Cogny (SVP, Manufacturing and Services) | 30,000 | 0 | 45,000 |
Important Facts for Investors to Verify
- Verify the specific definitions of "revenue growth" and "adjusted income from operations" in the full performance share award agreements to be filed in the Form 10-Q for the period ended March 31, 2012.
- Confirm the vesting schedule and any additional service conditions beyond the December 31, 2014, date.
- Review the Company's actual 2012 financial performance against the 14% to 20% growth targets to determine potential payout values.