Bangalore – April 3, 2017:

Infosys has the responsibility to attract and retain top quality talent to be effective in the transformation journey that the company has embarked upon. In this context, the company undertook a comprehensive survey of best practices and benchmarked senior management compensation with key Indian and global companies. The compensation structure revised thereafter reduces the proportion of cash component in the total compensation and has introduced higher stock incentives (to be vested over a 4-year period); it was rolled out for the entire senior leadership including Mr. Pravin Rao, Chief Operating Officer. The details were disclosed in the stock exchange filings on October 14, 2016.

Mr. Pravin Rao's compensation revision reflects the philosophy of aligning the interests of our leadership team to long term shareholder interests. While the breakup of Mr. Pravin Rao's compensation has been provided in the postal ballot, it is relevant to note the following:

  • The cash component of his compensation has decreased from Rs. 5.2 crores (including annual cash bonus) to Rs. 4.6 crores, a decrease of 10.6%
  • The performance based component of the compensation (directly linked to company and individual performance) has been increased from 45% to 63% of total compensation.
  • Given the 4 year vesting period of stock, the net increase in Mr. Pravin Rao’s compensation for FY 18 will be 1.4%. This could go up to 33.4% in year 4, assuming similar grants are made in subsequent years based on Company and individual performance

Referring to Mr. Rao's compensation revision, Dr. Vishal Sikka, Chief Executive Officer said, "Pravin's commitment and contribution to the company has been immense, and his partnership over the past ~3 years has been critical to the successes and growth of our company. It is essential for us to see that this revision in his compensation, as with several of our senior leadership team, is focused on making Infosys more competitive, is benchmarked against peers, is critical for us to retain key talent and aligns the long term interests of our leadership team with that of our shareholders."

The revised compensation proposal was placed before the shareholders and the recommendations have been approved by 67% of the company’s shareholders in a postal ballot, the results of which were disclosed to the stock exchanges on Saturday, April 1, 2017. The Infosys Board would like to state that it acknowledges the sentiments of shareholders who have not voted in favor of the resolution, and has also taken careful note of the statements expressed by the company’s promoters. This Board views this as important feedback as it continues to work with all stakeholders to ensure the long term interests of the company.

About Infosys Ltd

Infosys is a global leader in technology services and consulting. We enable clients in more than 50 countries to create and execute strategies for their digital transformation. From engineering to application development, knowledge management and business process management, we help our clients find the right problems to solve, and to solve these effectively. Our team of 199,000+ innovators, across the globe, is differentiated by the imagination, knowledge and experience, across industries and technologies that we bring to every project we undertake.

Visit to see how Infosys (NYSE: INFY) can help your enterprise thrive in the digital age.


Safe Harbor

Certain statements in this press release concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the 'safe harbor' under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal or expiration of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2016. These filings are available at Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. The company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the company unless it is required by law.


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