[8-K] GENPACT LIMITED Reports Material Event

Rhea-AI Filing Summary

Genpact Limited (NYSE: G) filed an 8-K reporting the appointment of John Hinshaw to its Board of Directors, effective July 1 2025. Hinshaw, 54, brings extensive operations and technology leadership experience from prior senior roles at HSBC (Group COO, 2020-2024), Hewlett-Packard/HPE (EVP Technology & Operations, 2011-2016), Boeing (CIO & GM, 2007-2011) and Verizon (SVP & CIO, Wireless Division). He currently serves as an independent director at Sysco and has held board seats at BNY Mellon and DocuSign.

Under Genpact’s non-employee director compensation program, Hinshaw will receive an annual cash retainer of $70,000 and restricted share units (RSUs) worth $210,000. Because his service begins mid-year, 2025 compensation will be pro-rated to $35,000 cash plus RSUs worth $105,000, valued at the closing share price on the grant date. He also executed the company’s standard director indemnification agreement.

The filing contains no other operational, financial or strategic disclosures.

Positive

• Addition of high-profile executive with deep technology and operations background could enhance strategic guidance and client credibility.
• Standard, shareholder-friendly compensation structure (cash + equity) aligns director incentives with long-term share performance.

Negative

• None.

Insights

Financial Analyst

TL;DR: Board adds seasoned tech & operations executive; governance positive, financial impact minimal.

Genpact’s recruitment of John Hinshaw modestly strengthens board expertise in large-scale digital transformation and regulated financial services—areas aligned with the company’s BPM and AI-led service offerings. Compensation is standard and immaterial (<~0.1% of FY24 expenses). While the appointment may enhance strategic oversight, it does not alter near-term earnings outlook; therefore, market impact should be neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2025

GENPACT LIMITED

(Exact name of registrant as specified in its charter)

Bermuda			001-33626			98-0533350
(State or other jurisdiction of incorporation)			(Commission      File Number)			(I.R.S. Employer Identification No.)

Canon's Court, 22 Victoria Street

Hamilton HM 12, Bermuda

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (441) 298-3300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common shares, par value $0.01 per share			G			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2025, Genpact Limited, a Bermuda company (the “Company”), announced that its Board of Directors (the “Board”) has appointed John Hinshaw to the Board, effective as of July 1, 2025.

Mr. Hinshaw, age 54, most recently served as Group Chief Operating Officer of HSBC Bank from February 2020 to September 2024. Previously, he was the Executive Vice President, Technology and Operations, of Hewlett-Packard Company from November 2011 to November 2015, at which time he joined Hewlett Packard Enterprise Company as Executive Vice President, Technology and Operations and Chief Customer Officer, serving in such capacity until October 2016. Prior to that, Mr. Hinshaw served as Vice President and General Manager for Boeing Information Solutions at The Boeing Company from 2010 to 2011. Before that, he served as Boeing’s Chief Information Officer from 2007 to 2010, leading Boeing’s companywide corporate initiative on information management and information security. Mr. Hinshaw also spent 14 years at Verizon Communications, in a series of roles of increasing responsibility, culminating in his appointment as Senior Vice President and Chief Information Officer of Verizon Wireless, where he oversaw the IT function of the wireless carrier. Mr. Hinshaw holds a Bachelor of Business Administration in computer information systems from James Madison University. He also serves as an independent director on the board of directors of Sysco Corporation and previously served on the boards of directors of the Bank of New York Mellon Corporation from 2014 to 2019 and Docusign, Inc. from 2014 to 2020.

In accordance with the Company’s current compensation program for non-employee directors, Mr. Hinshaw will receive an annual base cash retainer of $70,000 and an annual grant of restricted share units with a value of $210,000 based on the closing share price of a Company common share on the grant date. For 2025, Mr. Hinshaw will receive a pro-rated cash retainer of $35,000 and a pro-rated annual grant of restricted share units with a value of $105,000 based on the closing share price of a Company common share on the grant date. Mr. Hinshaw has also entered into the Company’s standard form of indemnification agreement for directors of the Company.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENPACT LIMITED

Date: July 1, 2025

By:

/s/ Heather D. White

Name:

Heather D. White

Title:

Senior Vice President, Chief Legal Officer and Secretary

FAQ

Who was appointed to Genpact’s Board of Directors?

John Hinshaw, former Group COO of HSBC and EVP of Hewlett-Packard/HPE, joined Genpact’s board effective July 1 2025.

What compensation will John Hinshaw receive from Genpact (G)?

He will receive a $70,000 annual cash retainer and RSUs valued at $210,000; 2025 amounts are pro-rated to $35,000 cash and $105,000 in RSUs.

When does the appointment of John Hinshaw take effect?

The appointment is effective July 1 2025, the date of the board’s action and the 8-K filing.

Does the 8-K disclose any financial results or transactions?

No. The filing solely addresses board composition changes; it contains no earnings, guidance, or M&A information.

What prior experience does John Hinshaw bring to Genpact?

Hinshaw held senior roles at HSBC, Hewlett-Packard/HPE, Boeing, Verizon and serves on Sysco’s board, bringing decades of technology & operations leadership.