Document

DEF 14A 1 task-2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under §240.14a-12

TaskUs, Inc.

(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 all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter to Shareholders

Shareholders,

2021 was a Ridiculously Good year for TaskUs. We entered the public markets in June with a successful IPO and continued to advance our employee-first culture, with a primary focus on keeping our 40,000-plus teammates safe and healthy. We provided our teammates with thousands of vaccines and invested in their mental health, completing more than 30,000 group and one-on-one counseling sessions. We launched the TaskUs Academy, providing leadership training to over 2,000 teammates who can now become future managers within the organization. We continue to focus on our culture and teammates as the guiding light of every decision that we make. We believe that taking care of our teammates leads to strong performance for our clients and our investors.

We welcomed over 16,000 net new teammates to TaskUs in 2021 to support our expanding list of high-growth technology clients. Once again we achieved employee satisfaction scores through both internal surveys and external third-party sources, such as Glassdoor, that we believe are amongst the best in the industry. We also worked to ensure that all of the TaskUs teammates who were with us at the time of the IPO were able to take part in our success, paying every TaskUs teammate a cash or stock-based bonus.

We started the year with our sights set on continued growth at strong margins and the team certainly delivered on our goal. We ended the year growing revenue by 59% compared with 2020, while exceeding our target Adjusted EBITDA margin*.

We grew revenue in all three of our service offerings: Digital Customer Experience, Content Security and AI Services (formerly known as AI Operations) and we continued to develop new specialized services to meet ever-changing client needs. We expanded our total number of clients across verticals, and doubled the number of clients to whom we delivered over $10 million in services in 2021 compared with 2020, from eight to 16 clients.

In 2021, we ended the year with a new client win rate of 49% and a Net Revenue Retention Rate* of 141%, up from 117% in 2020. We accomplished this by retaining our high-growth clients and helping them to scale both rapidly and efficiently.

I am extremely proud of the hard work and dedication from the team this past year. Despite the ongoing impact from the pandemic and the changing dynamics that we are all addressing, our TaskUs teammates continued to deliver for our clients.

As we enter into 2022, we are focused on expanding our geographic footprint and bringing additional specialized services to our clients. We have started the year with a strong pipeline of opportunities from both future and existing clients. We look forward to delivering another strong year.

Thank you for your continued support on this journey.

Bryce Maddock

TaskUs, Co-Founder & CEO

*Adjusted EBITDA margin is a non-GAAP financial measure and Net Revenue Retention Rate is a key performance indicator under the SEC’s rules. Please see “Glossary of Non-GAAP Financial Measures & Key Performance Indicator and Non-GAAP Reconciliations” on page 43.


			i


						TaskUs, Inc. 1650 Independence Drive, Suite 100 New Braunfels, TX 78132

Notice of Annual
Meeting of Stockholders

Date

Time

Virtual Location

June 14, 2022

9:00 a.m. Central Time

www.virtualshareholdermeeting.com/TASK2022

To Our Stockholders:

We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders of TaskUs, Inc. (“TaskUs” or the “Company”) on Tuesday, June 14, 2022 at 9:00 a.m., Central Time, online via live audio webcast by visiting www.virtualshareholdermeeting.com/TASK2022 (the “Annual Meeting”) for the following purposes:


01			To elect the three director nominees named in the proxy statement as Class I directors of the Company, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1);
02			To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2);
03			To approve the TaskUs, Inc. 2022 Employee Stock Purchase Plan (Proposal 3); and
04			To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

The Company’s board of directors has determined to hold the Annual Meeting virtually. We have determined to hold the meeting by remote communication in the form of a webcast. We believe that this is the right choice for TaskUs as it provides expanded stockholder access regardless of the resources available to stockholders, improves communication and, given the ongoing pandemic, promotes the health and safety of participants by allowing them to participate from any location at no additional cost.

Stockholders of record as of the close of business on April 18, 2022 are entitled to notice of, and, as described in this paragraph, to vote at, the Annual Meeting, or any adjournment or postponement thereof. Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class B common stock are currently entitled to ten votes for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

As permitted by the United States Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) and a form of proxy card or voting instruction card (together with the Annual


			ii

Report, the “proxy materials”). The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you. This approach to our distribution process is more resource- and cost-efficient. The Notice will first be mailed, and the proxy materials are first being made available, to our stockholders on or about April 26, 2022.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/TASK2022. Stockholders will be able to attend the Annual Meeting online, submit questions and vote their shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TASK2022 and clicking the appropriate link from the Annual Meeting platform. A list of stockholders of record will be available online during the Annual Meeting, which stockholders will be able to view by referring to the Annual Meeting platform. In addition, a list of stockholders of record will be available during the 10 days prior to the Annual Meeting, at our principal executive offices located at 1650 Independence Drive, Suite 100, New Braunfels, Texas 78132. If, as a result of the COVID-19 pandemic, our offices are not generally open to access by the public during the 10 days prior to the Annual Meeting, stockholders may request to review a list of stockholders of record as of April 18, 2022, the record date for the Annual Meeting, for any purpose germane to the Annual Meeting by contacting Investor Relations at IR@taskus.com.

To attend the Annual Meeting, vote, submit questions or view the list of registered stockholders during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16-digit control number included on their proxy card or Notice. If your shares are held in street name and your Notice or voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at approximately 8:45 a.m. Central Time on Tuesday, June 14, 2022. On the day of the Annual Meeting, if you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page for assistance.

Your vote is important. Regardless of whether you participate in the Annual Meeting, we hope you vote as soon as possible. You may vote online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual Meeting regardless of whether you attend our virtual Annual Meeting online.

By Order of the Board of Directors,

Claudia Franco Walsh

General Counsel & Corporate Secretary

New Braunfels, Texas

April 26, 2022



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 14, 2022 The notice, the proxy statement and the Company’s Annual Report are available at www.virtualshareholdermeeting.com/TASK2022


			iii

Forward-Looking Statements and Website Reference

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including statements regarding our environmental and other sustainability plans and goals. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including, without limitation, the risk factors that we identify in our Securities and Exchange Commission filings, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.


			iv

Table of Contents


PROXY SUMMARY			2
CORPORATE GOVERNANCE AND BOARD MATTERS			4
Status as a Controlled Company			4
Composition of our Board of Directors			4
Director Independence			10
Board Leadership Structure			10
Executive Sessions			10
Board Qualifications & Diversity			11
Procedures for Recommending Individuals to Serve as Directors			11
Committees of the Board of Directors			12
Risk Oversight			14
Communications with Directors			14
Global C ode of Conduct			14
Corporate Governance Guidelines			15
Compensation Committee Interlocks and Insider Participation			15
Prohibitions on Hedging and Pledging Transactions			15
2021 Director Compensation			27
Diversity, Inclusion & Sustainability			15
PROPOSAL 1 — ELECTION OF DIRECTORS			17
EXECUTIVE OFFICERS			18
EXECUTIVE AND DIRECTOR COMPENSATION			19
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			28
Principal Accountant Fees and Services			28
Pre-Approval of Audit and Non-Audit Services Policy			28
AUDIT COMMITTEE REPORT			29
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30
PROPOSAL 3 — APPROVAL OF THE TASKUS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN			31
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			34
Procedures for Review, Approval, and Ratification of Related Person Transactions			34
Related Person Transactions			34
BENEFICIAL OWNERSHIP OF SECURITIES			36
QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING			38
OTHER MATTERS			41
Other Business			41
Submission of Stockholder Proposals for the 2023 Annual Meeting			41
Householding Information			41
Where You Can Find More Information			42
Glossary of Non-GAAP Financial Measures & Key Performance Indicator and Non-GAAP Reconciliations			43
ANNEX A — TASKUS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN			A-1


			1

Proxy Summary

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and 2021 annual report before you vote.

Proxy Voting Roadmap

Meeting Information:

Date

Time

Virtual Location

June 14, 2022

9:00 a.m. Central Time

www.virtualshareholder

meeting.com/TASK2022

Ways to Vote:

Vote By Internet

Vote By Phone

Vote By Mail

www.proxyvote.com

1-800-690-6903
Follow instructions shown on proxy card

If you received paper materials, mail to:

Vote Processing,

c/o Broadridge,

51 Mercedes Way, Edgewood, NY 11717

Voting Recommendations:


Proposal		Board Recommendation	Page
01	To elect the three director nominees named in the proxy statement as Class I directors of the Company, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1);	FOR all nominees	17
02	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2); and	FOR	30
03	To approve the TaskUs, Inc. 2022 Employee Stock Purchase Plan (Proposal 3).	FOR	31


			2


Proxy Summary

Board Directors and Nominees



Bryce Maddock	Jacqueline D. Reses	Kelly Tuminelli
Director-Nominee Chief Executive Officer and Co-Founder	Director-Nominee Member, Compensation Committee	Director-Nominee Chair, Audit Committee




Jaspar Weir	Amit Dixit	Michelle Gonzalez
Director President and Co-Founder Member, Nominating and ESG Committee	Director Chair, Compensation Committee Chair, Nominating and ESG Committee	Director Member, Audit Committee Member, Compensation Committee




Susir Kumar	Mukesh Mehta	Jill A. Greenthal
Director Member, Nominating and ESG Committee	Director Member, Compensation Committee	Director Member, Audit Committee Member, Nominating and ESG Committee

2021 Financial and Operational Performance Highlights

(1)Net Revenue Retention Rate is a key performance indicator under the SEC's rules. Please see “Glossary of Non-GAAP Financial Measures & Key Performance Indicator and Non-GAAP Reconciliations” on page 43.

(2)Adjusted EBITDA is a non-GAAP measure. Please see “Glossary of Non-GAAP Financial Measures & Key Performance Indicator and Non-GAAP Reconciliations” on page 43.


			3

Corporate Governance
and Board Matters

Status as a Controlled Company

As of April 1, 2022, Blackstone Inc. (“Blackstone” or our “Sponsor”) and Bryce Maddock and Jaspar Weir (our “Co-Founders” and each a “Co-Founder”) beneficially own approximately 96.3% of the combined voting power of our Class A common stock and Class B common stock. Our Class A common stock has one vote per share and our Class B common stock has ten votes per share. Because of this ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our Class A and Class B common stock. Each share of our Class B common stock may be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) June 10, 2028 and (ii) (x) with respect to Blackstone, the first date on which the aggregate number of outstanding shares of our Class B common stock held by Blackstone ceases to represent at least 5.0% of the aggregate number of our outstanding shares of common stock and (y) with respect to each Co-Founder, the first date on which the aggregate number of shares of our Class B common stock held by such Co-Founder ceases to represent at least 5.0% of the aggregate number of our outstanding shares of common stock.

As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards. As a “controlled company,” we qualify for, and may elect to rely on, exemptions from certain corporate governance requirements, including the requirements (1) that a majority of our board of directors consist of independent directors, (2) that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that is comprised entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. In the event that we cease to be a “controlled company” and our Class A common stock continues to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods.

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our amended and restated certificate of incorporation provides that the size of our board of directors may be set from time to time by our then current board of directors. Our board of directors currently consists of nine members.

Our amended and restated certificate of incorporation and bylaws classify our board of directors into three classes of directors, serving staggered three-year terms of office. Our board of directors has the exclusive power to fix the number of directors in each class. Directors designated as Class I directors have initial terms expiring at this Annual Meeting. Directors up for reelection at this Annual Meeting may be elected to a new three-year term expiring in 2025. Directors designated as Class II directors have initial terms expiring at our 2023 Annual Meeting of Stockholders. Directors up for reelection at our 2023 Annual Meeting of Stockholders will be elected to a new three-year term expiring in 2026. Directors designated as Class III directors have initial terms expiring at our 2024 Annual Meeting of Stockholders. Directors up for reelection at our 2024 Annual Meeting of Stockholders will be elected to a new three-year term expiring in 2027.

In connection with our initial public offering, (“IPO”) we entered into a stockholders agreement with our Sponsor, Bryce Maddock, Jaspar Weir, and certain entities affiliated with Bryce Maddock and Jaspar Weir (each of Bryce Maddock and his affiliated entities and Jaspar Weir and his affiliated entities referred to separately as a “Founder Group”) (the “Stockholders Agreement”), whereby, among other things, the parties agreed to certain matters relating to the Company’s corporate governance. The Stockholders Agreement provides that (i) each Founder Group has the right to designate one nominee for election to our board of directors so long as each such Group owns at least 5% of the total voting power of our common stock and (ii) otherwise the Founder Groups together have the right to designate one nominee for election to our board of directors so long as both Founder Groups in the aggregate own at least 5% of the total voting power of our common stock. Additionally, our Sponsor has the right to designate for election to the board of directors the following number of directors that is the lowest whole number that is greater than the percentage of total directors indicated in the right hand column of the


			4


Corporate Governance and Board Matters

table below, for so long as the shares beneficially owned by our Sponsor are equal to or greater than the percentage indicated in the left hand column of the table below:


Ownership Percentage			Director Designees
50%			50%
40% or greater, up to but not including 50%			40%
30% or greater, up to but not including 40%			30%
20% or greater, up to but not including 30%			20%
5% or greater, up to but not including 20%			10% (but at least one director)

For so long as the Stockholders Agreement remains in effect, directors designated by our Sponsor or the Founder Groups may be removed only with the consent of our Sponsor or our Co-Founders, respectively. In the case of a vacancy on our board created by the removal or resignation of such a director, the Stockholders Agreement requires us to nominate an individual designated by our Sponsor or our Co-Founders, respectively, for election to fill the vacancy.

The following table sets forth information with respect to our directors as of the record date:

Committee Membership

Name

Age

Class

Director Since

Current Term Expires

Position at the Company

Audit Committee

Compensation Committee

Nominating and ESG Committee

Bryce Maddock

2018

2022

Chief Executive Officer & Co-Founder

Jacqueline D. Reses*

2019

2022

Kelly Tuminelli*†

2021

2022

Amit Dixit*

2018

2023

Jaspar Weir

2018

2023

President &
Co-Founder

Michelle Gonzalez*

2022

2023

Susir Kumar

III

2019

2024

Mukesh Mehta*

III

2018

2024

Jill A. Greenthal*†

III

2022

2024


l Member			l Chairperson			* Independent Director			† Audit Committee Financial Expert

Nominees for Election to a Three-Year Term Expiring at the 2025 Annual Meeting of Stockholders

Bryce Maddock

Kelly Tuminelli

Jacqueline D. Reses

Directors Continuing in Office Until the 2023 Annual Meeting of Stockholders

Jaspar Weir

Amit Dixit

Michelle Gonzalez

Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders

Susir Kumar

Mukesh Mehta

Jill A. Greenthal


			5


						Corporate Governance and Board Matters

Background:

Bryce Maddock co-founded TaskUs with Jaspar Weir in 2008. He has served as our Chief Executive Officer since 2008 and as a member of our board of directors since October 2018. In his role as Chief Executive Officer, Mr. Maddock leads our global operations.

Key Qualifications and Skills:

Mr. Maddock received a Bachelor's degree from New York University. We believe Mr. Maddock is qualified to serve on our board based on his executive leadership experience, global operations experience, and deep understanding of the industry, our business and our workforce.

Other Current Public Board Directorships:

•None

Bryce Maddock

Age: 35

Director Since: 2018

Background:

Jaspar Weir co-founded TaskUs with Bryce Maddock in 2008. He has served as our President since 2008 and as a member of our board of directors since October 2018. In his role as President, Mr. Weir is focused on leading our transformational growth and corporate development.

Key Qualifications and Skills:

Mr. Weir received a Bachelor's degree from the University of Southern California. We believe that Mr. Weir is qualified to serve on our board based on his executive leadership experience, global operations experience, and deep understanding of the industry, our business and our workforce.

Other Current Public Board Directorships:

•None

Jaspar Weir

Age: 36

Director Since: 2018


			6


Corporate Governance and Board Matters

Background:

Amit Dixit has served as a member of our board of directors since October 2018. Mr. Dixit is a Senior Managing Director and the Head of Asia Private Equity of our Sponsor, Blackstone, a leading global investment business investing in capital on behalf of pension funds, large institutions, and individuals. Since joining Blackstone in 2007, Mr. Dixit has been involved in various investments and investment opportunities in India and South Asia. Prior to that, he held the position of Principal at Warburg Pincus, a private equity firm.

Key Qualifications and Skills:

Mr. Dixit holds a Bachelor’s degree from the Indian Institute of Technology (Mumbai), a Master’s degree from Stanford University and an M.B.A. from Harvard Business School. We believe that Mr. Dixit is qualified to serve on our board due to his global mindset, experience working in emerging markets, executive management experience, and business development acumen.

Other Current Public Board Directorships:

•None

Amit Dixit

Age: 49

Director Since: 2018

Background:

Michelle Gonzalez has served as a member of our board of directors since April 2022. Ms. Gonzalez is Corporate Vice President and Global Head of M12, Microsoft’s venture capital fund with over 100 active private technology companies in its portfolio, a position she has held since 2021. At M12, Ms. Gonzalez leads a team of senior venture capital investors and operating professionals and is responsible for the overall fund strategy, investment decisions and portfolio management. Prior to joining Microsoft and M12 in 2019, Ms. Gonzalez was the Managing Partner for Area 120, Google’s internal incubator, where she led a transformation of the organization to align the strategy and investment criteria to key thematic areas within and adjacent to Google’s core businesses. Prior to joining Google, Ms. Gonzalez was an entrepreneur-in-residence and investor at Comcast Ventures and was previously a Partner at IBM Ventures and a senior product and business leader at Apple.

Key Qualifications and Skills:

Ms. Gonzalez holds a Bachelor’s degree from the University of Oklahoma and a J.D. from Yale Law School. We believe Ms. Gonzalez is qualified to serve on our board of directors based on her strategic and operational experience as an executive officer and her extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies.

Other Current Public Board Directorships:

•None

Michelle Gonzalez

Age: 45

Director Since: 2022


			7


						Corporate Governance and Board Matters

Background:

Jill A. Greenthal has served as a member of our board of directors since April 2022. Ms. Greenthal was a Senior Managing Director and a Senior Advisor at Blackstone, our Sponsor, from 2007 until March 2022. Ms. Greenthal brings more than 30 years of financial and investment banking experience in M&A, Corporate Finance and highly structured transactions. Before joining Blackstone in 2003, Mr. Greenthal previously served as a Managing Director and held management positions at Credit Suisse, Donaldson Lufkin and Jenrette, and Lehman Brothers. Ms. Greenthal is a seasoned public company board member and also a trustee of the Dana-Farber Cancer Institute, an Advisor to the Museum of Fine Arts in Boston and an Honorary Trustee of the James Beard Foundation.

Key Qualifications and Skills:

Ms. Greenthal holds a Bachelor's degree from Simmons University and an M.B.A. from Harvard Business School. We believe Ms. Greenthal is qualified to serve on our board based on her extensive public company board experience, executive management experience, understanding of emerging markets and M&A, and qualifications as an audit committee financial expert.

Other Current Public Board Directorships:

•Akamai Technologies

•Cars.com

Jill A. Greenthal

Age: 65

Director Since: 2022

Background:

Susir Kumar has served as a member of our board of directors since July 2019. Mr. Kumar founded Ingroup Consulting Services LLP, a transformation consulting firm, in May 2019 and serves as its Managing Partner. Prior to that, Mr. Kumar served as Chief Executive Officer of Intelenet Global Services, a Business Process Management company, from 2000 to August 2015 and as its Chairman from September 2015 through September 2018. Prior to his service in Intelenet Global Services, Mr. Kumar held a senior leadership position in HDFC Bank (formerly known as HDFC Ltd.), India’s largest mortgage firm.

Key Qualifications and Skills:

Mr. Kumar holds a Bachelor’s degree from Mangalore University and a Master’s degree from Mumbai University and is a member of the Institute of Company Secretaries of India. We believe that Mr. Kumar is qualified to serve on our board based on his extensive experience in the business process management industry, managing international workforce employees and his executive leadership experience.

Other Current Public Board Directorships:

•None

Susir Kumar

Age: 56

Director Since: 2019


			8


Corporate Governance and Board Matters

Background:

Mukesh Mehta has served as a member of our board of directors since October 2018. Mr. Mehta serves as a Senior Managing Director in the Private Equity Group of our Sponsor, Blackstone. Prior to joining Blackstone in August 2016, Mr. Mehta was a Vice President in the Private Equity division of The Carlyle Group, a private equity firm, from May 2006 to July 2016. Prior to Carlyle, Mr. Mehta worked in the Investment Banking Division at Citigroup from January 2004 to May 2006 and in the Assurance and Business Advisory Group at PricewaterhouseCoopers LLP.

Key Qualifications and Skills:

Mr. Mehta earned his Bachelor’s degree from the University of Mumbai, is a chartered accountant in India and holds a Master’s degree from Mumbai University. We believe Mr. Mehta is qualified to serve on our board based on his executive leadership experience, global mindset, and deep understanding of capital markets and business development.

Other Current Public Board Directorships:

•None

Mukesh Mehta

Age: 41

Director Since: 2018

Background:

Jacqueline D. Reses has served as a member of our board of directors since July 2019. Ms. Reses is the CEO of Luna Parent Inc., a fitness and wellness community for mothers. Ms. Reses previously served as Executive Chairman of Square Financial Services LLC and Capital Lead at Block, Inc. (formerly known as Square, Inc.), a publicly traded financial services company that provides payments, point of sale, and cashflow management services to small businesses and consumers, from October 2015 until October 2020. From February 2016 to July 2018, Ms. Reses also served as People Lead for Block, Inc. From September 2012 to October 2015, Ms. Reses served as Chief Development Officer of Yahoo! Inc. In this role, she focused on leading partnerships, acquisitions and investments, significant corporate tax transactions, as well as human resources. Prior to her time at Yahoo, Ms. Reses led the U.S. media group as a Partner at Apax Partners Worldwide LLP, a global private equity firm, which she joined in 2001.

Key Qualifications and Skills:

Ms. Reses holds a Bachelor’s degree with honors from the Wharton School of the University of Pennsylvania. We believe Ms. Reses is qualified to serve on our board based on her extensive public company board experience, executive management experience, understanding of global business operations and human resources, and business development experience.

Other Current Public Board Directorships:

•Pershing Square Tontine Holdings, Ltd.

•Affirm Holdings, Inc.

•Endeavor Group Holdings, Inc.

•Nu Holdings Ltd.

Jacqueline D. Reses

Age: 52

Director Since: 2019


			9


						Corporate Governance and Board Matters

Background:

Kelly Tuminelli has served as a member of our board of directors since September 2021. Ms. Tuminelli is the Executive Vice President and Chief Financial Officer of TriNet, a cloud-based professional employer organization providing HR solutions to businesses. Ms. Tuminelli joined TriNet in September 2020 as Executive Vice President of Finance and was appointed as Chief Financial Officer in October 2020. In addition to leading the finance team she is responsible for TriNet’s insurance services and strategy organizations. Ms. Tuminelli is a seasoned financial executive bringing more than 30 years of financial services experience in the insurance, investment and consulting industries. Prior to joining TriNet, she served as the Executive Vice President and Chief Financial Officer at Genworth, an insurance company. In addition to her more than 15 years at Genworth in roles of increasing responsibility, Ms. Tuminelli previously held leadership roles at GE Capital and PricewaterhouseCoopers LLP. Ms. Tuminelli is a Certified Public Accountant and a Chartered Global Management Accountant.

Key Qualifications and Skills:

Ms. Tuminelli earned a Bachelor’s degree from the University of Washington, Seattle. We believe Ms. Tuminelli is qualified to serve on our board based on her extensive finance and accounting expertise, her executive management experience, and her qualifications as an audit committee financial expert.

Other Current Public Board Directorships:

•None

Kelly Tuminelli

Age: 54

Director Since: 2021

Director Independence

Our board and the Nominating and ESG Committee have conducted their annual review of the independence of each director nominee under the applicable Nasdaq and SEC independence standards. Based upon the Nominating and ESG Committee’s recommendation and our board’s own review and assessment, our board has affirmatively determined in its business judgment that Amit Dixit, Mukesh Mehta, Jacqueline D. Reses, Kelly Tuminelli, Michelle Gonzalez and Jill Greenthal, representing six of our nine directors, are “Independent Directors” as defined under the Nasdaq rules and Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Board Leadership Structure

Our board annually reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. Our board does not have a policy on whether the role of Chairman and Chief Executive Officer should be separate or combined. In the event our board has not elected a Chairperson of the board of directors, our governance documents allow the Chief Executive Officer to exercise all of the powers and discharge all of the duties of the Chairperson of our board of directors, provided the Chief Executive Officer is also a director of the Company. Our board believes that our existing board leadership structure with Mr. Maddock serving as both the acting Chairman of our board of directors and our Chief Executive Officer provides the most effective and efficient leadership for the Company and allows us to benefit from his in-depth knowledge of our business, talent and leadership in formulating and implementing the strategic transformation of the business, and his comprehensive understanding of the current market environment.

Executive Sessions

In order to promote open discussion among independent directors, our board holds executive sessions of independent directors at least quarterly. These executive sessions are chaired by a director selected by the independent directors during such sessions.


			10


Corporate Governance and Board Matters

Board Qualifications & Diversity

The Nominating and ESG Committee periodically reviews and recommends to our board, the skills, experience, characteristics and other criteria for identifying and evaluating directors. Our board expects directors to be open and forthright, to develop a deep understanding of the Company’s business, and to exercise sound judgment and courage in fulfilling their oversight responsibilities. Directors should embrace the Company’s values and culture and should possess the highest levels of integrity.

The Nominating and ESG Committee may consider (a) 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 with the other members of the board of directors and (b) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, technology background, compliance background, executive compensation background and the size, composition and combined expertise of the existing board. The board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the board, as a whole, has the appropriate qualifications and composition to perform its oversight function effectively in light of the Company’s business and structure.

The Nominating and ESG Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by our board and recommends the Company’s candidates to our board for election by the Company’s stockholders at the applicable annual meeting. The board also assesses the qualifications and characteristics of our directors, including racial and ethnic diversity and the board’s effectiveness in its consideration of diversity, as part of our board’s annual self-evaluation process. We believe our board is well positioned to provide effective oversight and strategic advice to our management.

Board Diversity Matrix


Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	5	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	3	—	—
Hispanic or Latinx	1	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	2	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Procedures for Recommending Individuals to Serve as Directors

The Nominating and ESG Committee also considers director candidates recommended by our stockholders. Any stockholder who wishes to propose director nominees for consideration by our Nominating and ESG Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so at any time by sending each proposed nominee’s name and a description of his or her qualifications for board membership to the chair of the Nominating and ESG Committee by sending an email to IR@taskus.com or in writing, c/o our General Counsel & Corporate Secretary, TaskUs, Inc., 1650 Independence Drive, Suite 100, New Braunfels, Texas 78132. The recommendation should contain all of the information regarding the nominee required under the “advance notice” provisions of our amended and restated bylaws (“bylaws”) (which can be provided free of charge upon request by writing to our General Counsel & Corporate Secretary at the address listed above). The Nominating and ESG Committee evaluates director candidates submitted by stockholders in the same manner in which it evaluates other director nominees.

The Nominating and ESG Committee occasionally utilizes independent search firms to help identify potential board candidates.


			11


						Corporate Governance and Board Matters

Committees of the Board of Directors

Our board established an Audit Committee, a Compensation Committee and a Nominating and ESG Committee. These committees are each described below. Each of our board’s committees acts under a written charter, which was adopted and approved by our board of directors. Copies of the committees’ charters are available on our website at https://ir.taskus.com/corporate-governance/documents-charters.

Committee Membership; Meetings and Attendance

We completed our IPO on June 15, 2021. Between January 1, 2021 and the completion of our IPO, our board held one meeting and our audit committee held two meetings. Subsequently between June 15, 2021 and December 31, 2021:


			our board of directors held two meetings;
			our Audit Committee held four meetings;
			our Compensation Committee held two meetings; and
			our Nominating and ESG Committee held two meetings.

Each of our incumbent directors attended at least 75% of the meetings of our board of directors and the respective committees of which he or she was a member held during the period such incumbent director was a director during the fiscal year ended December 31, 2021.

Directors are expected to attend the Annual Meeting absent unusual circumstances. The Company did not hold an Annual Meeting of Stockholders during 2021 because none of our stock was publicly traded prior to June 11, 2021 and directors were re-elected by written consent in accordance with Delaware law.

Audit Committee

Primary Responsibilities

Our Audit Committee, among other things, has responsibility for:

•the appointment, compensation, retention, oversight and, when necessary, termination of any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (including the resolution of disagreements between management and such firm regarding financial reporting);

•pre-approval of all auditing and non-auditing services (other than “prohibited non-audit services”) to be provided to the Company by its independent registered public accounting firm;

•reviewing and discussing with management and the independent registered public accounting firm any major issues arising as to the adequacy and effectiveness of the Company’s internal controls, any actions taken in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting;

•discussing with management and the independent registered public accounting firm the Company’s guidelines and policies with respect to our risk assessment and risk management; and

•establishing procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Committee Members:

Ms. Tuminelli (Chair)

Ms. Gonzalez

Ms. Greenthal

Independence:

Each member of the Audit Committee qualifies as an “Independent Director” for purposes of the SEC and Nasdaq independence rules that are applicable to audit committee members.

Financial Literacy and Expertise:

Each of Ms. Tuminelli and Ms. Greenthal qualifies as an “audit committee financial expert” as defined by the SEC and Ms. Gonzalez qualifies as “financially literate” as defined by the SEC.


			12


Corporate Governance and Board Matters

Compensation Committee

Primary Responsibilities

Our Compensation Committee, among other things, has responsibility for:

•establishing, reviewing and approving the overall compensation philosophy of the Company;

•reviewing and approving the corporate goals and objectives relevant to the CEO and other executive officer compensation;

•evaluating the performance of the CEO and the other executive officers considering such goals and objectives and, either approving, or recommending to the board, the annual salary, bonus, and long-term incentives, of the CEO and the other executive officers;

•reviewing, approving and overseeing our equity plans;

•reviewing and recommending to the board the form and amount of director compensation, and making recommendations regarding director’s and officer’s indemnification and insurance matters; and

•appointing and overseeing any compensation consultant.

Committee Members:

Mr. Dixit (Chair)

Ms. Gonzalez

Mr. Mehta

Ms. Reses

Independence:

Each member of the Compensation Committee qualifies as an “Independent Director” for purposes of the SEC and Nasdaq independence rules that are applicable to compensation committee members.

Nominating and ESG Committee

Primary Responsibilities

Our Nominating and ESG Committee, among other things, has responsibility for:

•identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to the company and assisting the board in complying with them;

•overseeing the evaluation of the board and management;

•recommending members of the board to serve on committees of the board and evaluating the functions and performance of such committees; and

•otherwise taking a leadership role in shaping corporate governance and overseeing the strategy of the company as it relates to environmental and social matters.

Committee Members:

Mr. Dixit (Chair)

Ms. Greenthal

Mr. Kumar

Mr. Weir

Independence:

As a controlled company, we rely upon the exemption from the Nasdaq requirement that we have a nominating and corporate governance committee composed entirely of independent directors or that our director nominees be otherwise selected or recommended to the board by independent directors.


			13


						Corporate Governance and Board Matters

Risk Oversight

Our board believes that effective risk management and control processes are critical to the Company’s safety and soundness, our ability to predict and manage the challenges that we may face and, ultimately, our long-term corporate success.

In general, management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity and financial risks, while our board, as a whole and through its committees, is responsible for the oversight of our risk management framework. Consistent with this approach, management reviews both the framework and certain specific risks with our board and the Audit Committee at regular board and Audit Committee meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents steps taken by management to eliminate or mitigate such risks. While our board is ultimately responsible for the risk oversight of our Company, the Audit Committee has primary responsibility for management and mitigation of the risks facing our Company, including major financial, operational, cybersecurity and control risks, and oversight of the measures initiated by management to monitor and control such risks.

The Audit Committee also monitors compliance with legal and regulatory requirements, considers and approves or disapproves any related person transactions, and reviews guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk. The Compensation Committee oversees risks relating to the Company’s compensation policies and practices. The Nominating and ESG Committee assists the board by overseeing director selection, evaluating environmental and social programs and reviewing and evaluating the effectiveness of and risks associated with board organization, membership and structure and corporate governance and making changes, as appropriate. Each committee charged with risk oversight reports to the board on those matters. Our board believes that the Company’s current leadership structure supports its risk oversight function.

Communications with Directors

The CEO is responsible for establishing effective communications with all interested parties, including stockholders of the Company. It is the policy of the Company that management speaks for the Company. This policy does not preclude non-management directors from communicating with stockholders or other interested parties, but it is expected that, in most circumstances, any such communications will be coordinated with management. In all cases, any communications by directors or employees of the Company are subject to the Company’s disclosure policies.

The Company encourages engagement from shareholders and provides materials that include detailed financial and operational performance on the corporate website and within the Investor Relations section of our website (https://ir.taskus.com).

Stockholders and other interested parties who wish to communicate with our board or any individual director may do so by one of the following methods:

•sending an email to IR@taskus.com;

•in writing, c/o our General Counsel & Corporate Secretary, TaskUs, Inc., 1650 Independence Drive, New Braunfels, Texas 78132; or

•for accounting related issues, sending an email to AuditCommittee@TaskUs.com.

Communications we receive that relate to accounting, internal accounting controls, auditing matters or securities law matters will be referred to the Audit Committee unless the communication is directed otherwise. Stockholders and other interested parties may communicate anonymously and/or confidentially. Each communication will be reviewed by our General Counsel & Corporate Secretary to determine whether it is appropriate for presentation to our board or the applicable individual director(s). The purpose of this screening is to allow our board (or the applicable individual director(s)) to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, product inquiries or any offensive or otherwise inappropriate materials).

Global Code of Conduct

Our board adopted a Global Code of Conduct (the “Code”) relating to the conduct of our business by all of our employees, executive officers (including our principal executive officers, principal financial officer and principal accounting officer (or persons performing similar functions)), and directors. This Code satisfies the requirement that we have a “code of conduct”


			14


Corporate Governance and Board Matters

under the Nasdaq and SEC rules and is available on our website at https://ir.taskus.com/corporate-governance/documents-charters. To the extent required under the listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this Code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above.

Corporate Governance Guidelines

Our board also adopted principles of corporate governance to formalize its governance practices, which serve as a framework within which our board of directors and its committees operate. These principles cover a number of areas, including the role and responsibilities of our board of directors, board composition and leadership structure, director independence, selection of Chairperson, director qualification standards, director orientation and continuing education, board meetings, executive sessions, board committees, succession planning, annual board assessments, director compensation, stockholder engagement and others. A copy of our corporate governance guidelines is available on our website at https://ir.taskus.com/corporate-governance/documents-charters.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee during fiscal year 2021 were Messrs. Dixit and Mehta and Ms. Reses. Messrs. Maddock and Weir were members of our board during fiscal year 2021. Other than Messrs. Maddock and Weir, none of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or Compensation Committee (or other committee performing equivalent functions), of any entity that has one or more executive officers who served on our board of directors or Compensation Committee.

Prohibitions on Hedging and Pledging Transactions

Under our Securities Trading Policy our directors and employees (including our officers), as well as their family members and their controlled entities, are specifically prohibited from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or selling such securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery) or engaging in speculative trading (e.g., “day-trading”) that is intended to take advantage of short term price fluctuations. In addition, our directors and employees (including our officers) are prohibited from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities. Finally, our Securities Trading Policy prohibits our directors and employees (including our officers), as well as their family members and their controlled entities, whether or not in possession of material non-public information, from purchasing the Company’s securities on margin, or borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan.

Diversity, Inclusion & Sustainability

Our commitment to diversity, equity and inclusion is deeply rooted in our culture and values.

We aim to drive innovation and a higher business performance by: sourcing talent from diverse backgrounds, ensuring our practices and processes enable leaders to make inclusive decisions, nurturing an inclusive environment where we celebrate uniqueness and authenticity, and positively impacting the communities in which we operate.

TaskUs encourages individuals of all walks of life regardless of race, gender, sexual orientation, religion, ethnicity, or social standing to join our team and add to the richness of our diverse culture. As of December 31, 2021, women made up 53% of our workforce and 47% of our managers at all levels. Specifically, our diversity and inclusion (“D&I”) initiatives include:

•Sourcing and Social Partnerships with public schools and universities, military veteran communities, and various non-government organizations across geographies.

•Employee D&I Resources that empower employees to take on racial and social justice issues and offer unconscious bias training for leaders, recruiters, and hiring managers.

•Global Employee Resource Groups (“ERGs”) are employee-led to educate, drive change and foster collaboration in the workplace.

•Recently hired a Senior Director of Global Diversity and Inclusion to lead the Company's Diversity, Equity and Inclusion strategy and initiatives globally.


			15


						Corporate Governance and Board Matters

Sustainability has historically been and continues to be a key consideration to company operations at TaskUs. We began as a fully cloud-based organization, allowing for an asset-light approach to working with clients. We have various programs in facilities to encourage recycling, efficient energy usage, and water conservation as well as policies to limit the presence of single-use plastics in our sites. More recently, primarily due to the global pandemic, we have operated with approximately 90% of our teammates working remotely, reducing emissions associated with commuting for our teammates. We expect to utilize a partial work-from-home model moving forward, which should allow us to grow our team faster than we grow our footprint over time.

We are currently measuring our fiscal year 2021 emissions data. We expect to communicate company-wide carbon reduction targets at or before the time that we file our 2023 Proxy Statement.


			16

Proposal One:
Election of Directors

There are three Class I directors whose term of office expires at the Annual Meeting. Our Nominating and ESG Committee has recommended, and our board has approved, Bryce Maddock, Jacqueline D. Reses and Kelly Tuminelli as nominees for election as Class I directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under “—Composition of our Board of Directors” above. Each nominee has consented to serve as a director, if elected, and all of the nominees are currently directors. Each nominee was appointed to our board prior to our IPO, except Ms. Tuminelli, who joined our board as an independent director in September 2021 and was recommended for nomination by our Company President. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board.

Each director is elected by a plurality of the votes cast. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. Stockholders may vote “For” any or all of the nominees or “Withhold” with respect any or all of the nominees named in this Proposal 1. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.


FOR									OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND ESG COMMITTEE, UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.


			17

Executive Officers

The following individuals constitute our executive officers*:


Name	Age	Position
Bryce Maddock	35	Chief Executive Officer, Co-Founder and Director
Jaspar Weir	36	President, Co-Founder and Director
Balaji Sekar	46	Chief Financial Officer
Jarrod Johnson	44	Chief Customer Officer
Stephan Daoust	47	Chief Operating Officer
Claudia Walsh	46	General Counsel
Rajnish Sinha	51	Chief People Officer
Steven Amaya	32	Senior Vice President, Principal Accounting Officer

* As of the proxy filing date.

Biographies of each of Messrs. Maddock and Weir appear above under “—Composition of our Board of Directors.” Biographies of the remaining executive officers appear below:

Balaji Sekar. Mr. Sekar has served as the Company’s Chief Financial Officer since August 2016. Prior to joining the Company, Mr. Sekar held the position of Chief Financial Officer of PatientSafe Solutions from August 2015 to July 2016 and, Chief Financial Officer of Sutherland Healthcare Solutions from July 2013 to July 2015, as well as other senior-level positions at Sutherland Global Services. Mr. Sekar received a Master’s of Business Administration from the University of Chicago, Booth School of Business, is a Chartered Accountant from India, and received a Bachelor of Commerce from the University of Madras in India.

Jarrod Johnson. Mr. Johnson has served as the Company’s Chief Customer Officer since January 2018 and Senior Vice President of Business Development from October 2016 through December 2017. Prior to joining the Company, Mr. Johnson held the position of Senior Vice President, Business Development at FacilitySource, a facility management company, from 2014 to August 2016, Senior Vice President and Group President at Xerox Business Services (formerly Affiliated Computer Services), an enterprises services company, from 2008 to 2014, and multiple positions over 10 years at IBM Corporation from 1999 to 2008. Mr. Johnson received a Master’s of Business Administration, Fuqua School of Business, at Duke University and a Bachelor of Arts from Gustavus Adolphus College.

Stephan Daoust. Mr. Daoust has served as the Company’s Chief Operating Officer since January 2021. Prior to joining the Company, Mr. Daoust spent 14 months serving as Senior Vice President and Country Leader for Operations and Delivery for Concentrix Philippines, a business services company providing customer experience solutions and technology. Before that he spent 19 years with Convergys, a provider of customer management and information management products that merged with Concentrix in 2018, holding multiple senior roles including Group Vice President, Vice President of Operations Northern EMEA and Vice President of International Business. Mr. Daoust holds a Bachelor of Arts in Law and Justice from Laurentian University and a law degree LLB from Moncton University.

Claudia Walsh. Ms. Walsh has served as the Company’s General Counsel and Corporate Secretary since October 2021. Prior to joining the Company, Ms. Walsh was Legal Director at Facebook (now Meta), a multinational technology company focused on bringing the world closer together, from 2019 to 2021, General Counsel at Verily Life Sciences, an Alphabet company devoted to bringing the promise of precision health to everyone, from 2015 to 2019, Legal Director at Google, a multinational technology company that specializes in Internet-related products and services, from 2007 to 2015, and Associate at Morrison & Foerster, a multinational law firm headquartered in California. Ms. Walsh earned a Bachelor’s degree from Stanford University and a J.D. from University of California, Hastings College of the Law.

Rajnish Sinha. Mr. Sinha has served as the Company’s Chief People Officer since April 2021. Prior to joining the Company, Mr. Sinha spent 18 years in a variety of leadership roles with Genpact, a global professional services firm that provides digital-led transformation to Global Fortune 500 companies. He also worked for the HCL Group and Ernst & Young. Mr. Sinha earned a BCom (Hons) degree from University of Delhi and an M.B.A. from XLRI Jamshedpur in India.

Steven Amaya. Mr. Amaya has served as the Company’s Principal Accounting Officer since June 2021. Mr. Amaya has been with the Company since 2015 and has held several roles within the finance team. Prior to TaskUs, Mr. Amaya held finance and accounting roles within various companies in the financial services industry. Mr. Amaya earned a Bachelor’s degree from Hartwick College.


			18

Executive and Director Compensation

We are providing compensation disclosure that satisfies the scaled disclosure requirements applicable to Emerging Growth Companies (“EGCs”), as defined in the Jumpstart our Business Startups (JOBS) Act. As an EGC, we have opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”). These rules require compensation disclosure for our principal executive and the two most highly compensated executive officers other than our CEO, collectively, our named executive officers (“NEOs”).

For 2021, our NEOs were as follows:




Bryce Maddock	Jaspar Weir	Jarrod Johnson
Chief Executive Officer, Co-Founder, and Director	President, Co-Founder, and Director	Chief Customer Officer

2021 Financial and Operational Performance Highlights

Our goal is to build the world’s largest tech-enabled service provider through Digital Customer Experience, Content Security, and AI Operations. In 2021, we delivered strong performance results across several key performance metrics, including revenue growth, Net Revenue Retention Rate, Adjusted EBITDA, and new client win rate. Performance highlights for 2021 are as follows:

•Revenue grew over 59%

•Net Revenue retention rate of 141%

•Adjusted EBITDA margin of 24.7% (1)

•New client win rate of 49%

We nearly doubled our 2020 revenue growth rate during the year ended December 31, 2021, as we transitioned to operating as a public company in a primarily virtual environment. We added 41 new clients in 2021, achieving a 49% new client win rate, and 69 current clients signed new statements of work with us.

(1)Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, we exclude from Adjusted EBITDA offering costs, transaction-related costs associated with the Blackstone Acquisition, the effect of foreign currency gains and losses, losses on disposals of assets, accelerated expense for certain unamortized debt financing costs related to the settlement of our 2018 Credit Facility, severance costs, lease


			19


						Executive and Director Compensation

termination costs, natural disaster costs and contingent consideration, which include costs that are required to be expensed in accordance with GAAP, and non-recurring expenses incurred in connection with the COVID-19 pandemic.

Executive Compensation Philosophy and Objectives

We design our compensation programs to attract, motivate, and retain team members who will continue to deliver on Ridiculously Good next-generation digital outsourcing to the most innovative brands in the world.

Our programs create strong links between individual and Company performance and align with the long-term interests of our shareholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

1.Reflect and enhance our culture, mission, and values, differentiating us from typical legacy providers

2.Create strong links between performance and pay, by delivering a majority of our executives’ compensation through short-term and long-term performance-based incentives that effectively align pay with both Company and individual performance

3.Provide strong alignment with our shareholders, through market-leading, broad-based equity plans designed to attract, motivate, and retain Ridiculously Talented team members who drive our success

4.Balance market competitiveness, pay equity, and compliance with the needs of our stakeholders, ensuring pay levels are in line with our compensation philosophy and optimizing the return on our rewards investments

5.Adapt to the changing needs of our global business and our team members, and deliver Ridiculously Innovative programs with excellence

Our Founders’ compensation program is almost entirely long-term focused to align with the interest of our shareholders, reward aggressive growth, and encourage retention. There is a limited focus on short-term outcomes and relatively low cash compensation.

Executive Compensation Program Elements

For 2021, the Compensation Committee approved an executive compensation program based on our pay for performance

philosophy that is designed to align our executive officers’ compensation with the key drivers of profitable growth. The core

elements of our 2021 compensation program include the following:

•Base Salary - compensates for the day-to-day performance of our employees, while rewarding an individual’s current contributions, and reflects the scope of the individual’s role and responsibilities

•Annual Incentive Plan - rewards successful achievement of annual objectives and incentivizes outstanding performance

•Long-Term Incentive - equity-based compensation that rewards the creation of long-term value, aligns executive and shareholder interests, recognizes potential for future performance, and encourages employee retention

Summary Compensation Table

The following table sets forth the compensation earned during the applicable year by our NEOs. Mr. Weir was not an NEO for 2020.


Name and Principal Position	Year	Salary ($)	Option Awards ($)(1)	Stock Awards ($)(2)	Annual Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Bryce Maddock Chief Executive Officer	2021	30,000	4,468,329	31,940,705	—	197,253	36,636,287
	2020	107,500	—	—	175,000	98,878	381,378
Jaspar Weir President	2021	30,000	4,468,329	31,940,705	—	129,464	36,568,498
Jarrod Johnson Chief Customer Officer	2021	342,317	2,529,203	6,382,880	525,010	11,600	9,791,010
	2020	287,377	—	—	300,000	11,400	598,777

(1)This column reflects the grant date fair value of stock options granted in 2021 computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. For Messrs. Maddock and Weir, the grant date was June 10, 2021 with an exercise price of $23.00 per share. For Mr. Johnson, the grant date was August 5, 2021 with an exercise price of $30.14. Assumptions used in the calculations of these amounts are included in Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for fiscal year ended December 31, 2021.


			20


Executive and Director Compensation

(2)This column reflects the grant date fair value of performance- and time-based restricted stock units granted in 2021 as computed in accordance with FASB ASC 718. Such value for time-based restricted stock units (RSUs) is based on the closing price per share of Class A common stock on the date of grant and the number of units granted. Performance-based restricted stock units (PSUs) are shown based on the probable outcome of the applicable performance conditions on the date of grant, and assumptions used in the calculations of PSUs are included in Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for fiscal year ended December 31, 2021. If the maximum level of performance were achieved, such PSUs would be valued at $38,031,190 for Messrs. Maddock and Weir and $2,000,000 for Mr. Johnson based on the closing price per share of Class A common stock on the date of grant and the maximum number of units that may be earned under the award.

(3)The amounts in this column represent payouts earned pursuant to our annual incentive plan. See “Narrative Disclosure to Summary Compensation Table—Annual Incentive Plan Compensation.”

(4)The amounts reported in this column for 2021 reflect 401(k) matching contributions made on behalf of each executive. With respect to Mr. Maddock, the 2021 amounts reported also reflect car allowance payments of $11,265, imputed income of $849 related to domestic partner health care benefits, legal fees paid on Mr. Maddock’s behalf in connection with the IPO of $90,002, and $93,904 in incremental costs to the Company of certain personnel who administer personal matters for Mr. Maddock. With respect to Mr. Weir, the 2021 amounts reported also reflect car allowance payments of $8,000, legal fees paid on Mr. Weir’s behalf in connection with the IPO of $90,002, and $30,585 in incremental costs to the Company of certain personnel who administer personal matters for Mr. Weir.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

We entered into employment agreements with Messrs. Maddock and Weir in 2015 and with Mr. Johnson in 2021. The material provisions of these employment agreements are set forth below.

Mr. Maddock

TaskUs Holdings, Inc. entered into an Employment Agreement with Mr. Maddock on June 2, 2015 (the “Maddock Employment Agreement”) pursuant to which Mr. Maddock serves as our Chief Executive Officer. In connection with our IPO, the Maddock Employment Agreement was assigned to, and assumed by, the Company with all determinations to be made by the board of directors of TaskUs Holdings, Inc. thereunder to be made by our board of directors. The Maddock Employment Agreement is effective through the date on which Mr. Maddock’s employment terminates, which termination may be made by either us or Mr. Maddock at any time, with or without notice, for any reason whatsoever. Pursuant to the Maddock Employment Agreement, each year, our board of directors will determine in good faith (i) an annual base salary increase and (ii) an annual performance bonus plan, in each case, in line with market compensation packages for executives of companies equivalent to us. Pursuant to the Maddock Employment Agreement, Mr. Maddock’s performance bonus plan will be tied to a balanced scorecard that represents our and our subsidiaries’ overall performance, and in order for him to receive a bonus under such plan, he must be employed through the end of the applicable fiscal year. The Maddock Employment Agreement prohibits Mr. Maddock from competing with our business while he is employed by the Company and from soliciting our employees during his employment and for two years following the termination of Mr. Maddock’s employment.

Mr. Maddock is also party to a confidential information and invention assignment agreement that contains a perpetual confidentiality covenant and an intellectual property assignment provision in favor of TaskUs Holdings, Inc.

Mr. Weir

TaskUs Holdings, Inc. entered into an Employment Agreement with Mr. Weir on June 2, 2015 (the “Weir Employment Agreement”) pursuant to which Mr. Weir serves as our President. In connection with our IPO, the Weir Employment Agreement was assigned to, and assumed by, the Company with all determinations to be made by the board of directors of TaskUs Holdings, Inc. thereunder to be made by our board of directors. The Weir Employment Agreement is effective through the date on which Mr. Weir’s employment terminates, which termination may be made by either us or Mr. Weir at any time, with or without notice, for any reason whatsoever. Pursuant to the Weir Employment Agreement, each year, our board of directors will determine in good faith (i) an annual base salary increase and (ii) an annual performance bonus plan, in each case, in line with market compensation packages for executives of companies equivalent to us. Pursuant to the Weir Employment Agreement, Mr. Weir’s performance bonus plan will be tied to a balanced scorecard that represents our and our subsidiaries’ overall performance, and in order for him to receive a bonus under such plan, he must be employed through the end of the applicable fiscal year. The Weir Employment Agreement prohibits Mr. Weir from competing with our business while he is employed by the Company and from soliciting our employees during his employment and for two years following the termination of Mr. Weir’s employment.

Mr. Weir is also party to a confidential information and invention assignment agreement that contains a perpetual confidentiality covenant and an intellectual property assignment provision in favor of TaskUs Holdings, Inc.


			21


						Executive and Director Compensation

Mr. Johnson

TaskUs Holdings, Inc. entered into an Employment Agreement with Mr. Johnson on August 5, 2021 (the “Johnson Employment Agreement”) pursuant to which Mr. Johnson serves as our Chief Customer Officer. The Johnson Employment Agreement is effective from July 22, 2021 through July 1, 2025, after which it will automatically be extended for successive one-year terms, until terminated, which termination may be made by either us or Mr. Johnson. Pursuant to the Johnson Employment Agreement, Mr. Johnson is entitled to receive an annual base salary of $350,000 and is eligible to receive an annual incentive bonus, subject to the terms of the annual bonus plan under which it is granted. Under the Johnson Employment Agreement, Mr. Johnson received certain long-term equity incentive awards under our 2021 Omnibus Incentive Plan, as described below under “—Long-Term Equity Incentives.”

The Johnson Employment Agreement prohibits Mr. Johnson from competing with our business during employment and for one year following the termination of his employment for any reason. The Johnson Employment Agreement further prohibits Mr. Johnson from soliciting our employees or clients during employment and for two years following the termination of his employment for any reason.

Mr. Johnson is also party to a confidential information and invention assignment agreement that contains a perpetual confidentiality covenant and an intellectual property assignment provision in favor of TaskUs Holdings, Inc.

The Johnson Employment arrangement also contains severance provisions, which are discussed below under “—Termination and Change in Control Provisions—Severance Arrangements.”

Base Salary

We provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component is a fixed element of compensation while other compensation elements are variable. Base salaries are reviewed annually and may be adjusted based on individual performance, Company performance, any change in the executive’s position within our business, the scope of his or her responsibilities and any changes thereto.

Each of Messrs. Maddock’s and Weir’s 2021 base salary was $30,000.

Effective February 15, 2021, Mr. Johnson’s salary was increased from $300,000 to $350,010 to more closely align with market compensation for his role.

Annual Incentive Plan Compensation

In order to motivate our employees, including our named executive officers, to pursue short-term financial goals that contribute to our long-term strategy, we provide them the opportunity to participate in an annual cash incentive plan (“AIP”). The target amounts our named executive officers are eligible to earn under the AIP are expressed as a percentage of base salary. In 2021, Messrs. Maddock and Weir forfeited eligibility to receive a cash bonus under the AIP. Mr. Johnson participated in the 2021 AIP with a target bonus amount of 100% of his base salary.

Payout under the 2021 AIP was based on our performance against annual revenue and Adjusted EBITDA targets with a potential payout range of 0 - 150% of target based on the table below.


		Revenue
		<=$574M	>=$574M	>=$587M	>=$600M	>=$615M	>=$650M	>=$681M	>=$720M
Adjusted EBITDA (1)	<=$131M	0%	0%	0%	0%	0%	0%	0%	0%
	>=$131M	0%	10%	10%	10%	11%	11%	12%	13%
	>=$134M	0%	10%	30%	31%	31%	33%	35%	37%
	>=$137M	0%	10%	31%	65%	67%	70%	74%	78%
	$140M	0%	11%	31%	67%	100%	106%	111%	117%
	>=$153M	0%	11%	33%	70%	106%	114%	119%	126%
	>=$163M	0%	12%	35%	74%	111%	119%	136%	143%
	>=$180M	0%	13%	37%	78%	117%	126%	143%	150%


			22


Executive and Director Compensation

(1)Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, we exclude from Adjusted EBITDA offering costs, the effect of foreign currency gains and losses, losses on disposals of assets, COVID-19 related expenses, severance costs, lease termination costs, natural disaster costs, contingent consideration, one-time payments associated with the IPO and stock-based compensation expense and employer payroll tax associated with equity-classified awards, which include costs that are required to be expensed in accordance with GAAP.

Because our revenue and Adjusted EBITDA performance for 2021, $760.7 million and $187.9 million respectively, exceeded the maximum targets as per the grids above, Mr. Johnson earned a cash bonus for 2021 pursuant to the AIP equal to 150% of his target bonus amount, as illustrated in the table set forth below.


Name	Base Salary ($)	Target Bonus%	Target BonusAmount ($)	Achievement Factor %	Bonus Paid ($)
Jarrod Johnson	350,010	100%	350,010	150%	525,015

Long-Term Equity Incentives

Founder Awards

In connection with our IPO, our board approved the grant of time-based restricted stock units, time-based stock options and performance-based restricted stock units (PSUs) to Messrs. Maddock and Weir pursuant to our 2021 Omnibus Incentive Plan, which we refer to, collectively, as the “Founder Awards.” The Founder Awards were effective June 10, 2021 with a June 15, 2021 vesting reference date and consisted of the following:


Name	RSUs (#)	PSUs (at 100%)	Options (#)
Bryce Maddock	1,102,354	1,653,530	551,177
Jaspar Weir	1,102,354	1,653,530	551,177

Restricted Stock Units. The RSUs vest in substantially equal quarterly installments over the four-year period beginning on September 15, 2021, subject to the executive’s continued service (whether as an employee, director, consultant or otherwise) through each applicable vesting date. The RSUs are subject to the following vesting acceleration terms:

•Upon a termination of the executive’s continued service by us without cause, by the executive due to his resignation for good reason, or due to his death or disability (a “qualifying termination”), all of the then-unvested RSUs will fully vest in connection with such termination. In the event of such qualifying termination, any of our Class A common stock deliverable in settlement of vested RSUs will be delivered on the date such RSUs would have otherwise vested.

•In the event of a Change in Control (as defined in our 2021 Omnibus Incentive Plan) of the Company, if either (i) the RSUs are not otherwise continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity; or (ii) the executive experiences a qualifying termination at any time following a Change in Control in which the RSUs are continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity, all of the then-unvested RSUs will fully vest in connection with such Change in Control or qualifying termination, as applicable.

Performance-Based Stock Units. The PSUs consist of three tranches that will remain outstanding and eligible to vest over various performance periods over a four-year period following the grant date, based on the achievement of enterprise value CAGR levels. The Tranche I PSUs will vest for each performance period only if we achieve an enterprise value CAGR of at least 15% for such performance period, the Tranche II PSUs will vest for each performance period only if we achieve an enterprise value CAGR of at least 25% for such performance period and the Tranche III PSUs will vest for each performance period only if we achieve an enterprise value CAGR of at least 35% for such performance period, subject to the executive’s continued employment through the last day of each applicable performance period (except as described below). 20% of each tranche will be eligible to vest for the performance periods beginning on the date of grant and ending on the first, second, and third anniversaries of June 15, 2021, and 40% will be eligible to vest for the performance period beginning on the date of grant and ending on June 15, 2025. Any PSUs that do not vest prior to the fourth anniversary of the grant date will be automatically terminated without consideration. The PSUs are subject to the following vesting acceleration terms:

•Upon a qualifying termination of the executive prior to June 15, 2025, in lieu of the vesting eligibility of each tranche as described above, the executive will receive 25% vesting for each tranche with respect to each of the four performance periods, with linear interpolation between performance periods based on the number of days in the performance period in


			23


						Executive and Director Compensation

which the termination of employment occurs between the last day of the immediately preceding completed performance period and the date of such termination. In addition, an additional 25% of each tranche will remain outstanding and eligible to vest based on the enterprise value CAGR on the date of the first anniversary following the executive’s termination of employment.

•In the event of a Change in Control of the Company, the PSUs will be treated as follows:

–With respect to any PSUs for which the applicable performance period has been completed as of the date of the Change in Control, but for which the determination date has not yet occurred, the executive will earn the number of PSUs for such tranche based on the level of achievement based on actual performance for the applicable performance period and vest in such PSUs as of the date of the Change in Control;

–With respect to any PSUs for which the applicable performance period has been completed as of the date of the Change in Control and for which the determination date has occurred but such PSUs did not previously vest and remained outstanding and eligible to vest in connection with the final performance period, such PSUs will fully vest upon the Change in Control to the extent earned based on performance through the date of such Change in Control; and

–With respect to any PSUs for which the applicable performance period has not been completed as of the date of the Change in Control, such PSUs will be deemed earned based on performance through the date of such Change in Control and vest in equal installments on a quarterly basis following the Change in Control over the lesser of (i) the time remaining in the final performance period or (ii) two years; in each case, subject to the executive’s continued employment through each applicable vesting date. Following such Change in Control, in the event that the executive has a qualifying termination on or before the applicable quarterly vesting date, then he will fully vest in such PSUs as of the date of such qualifying termination.

For purposes of the PSUs, enterprise value CAGR is calculated by measuring the compounded annual growth rate with respect to Enterprise Value (as defined below) using the following formula:

Where “n” equals the period of time (in years) elapsed from the date of grant to the last day of the applicable performance period (or, if applicable, to a Change in Control). The “Beginning Enterprise Value” shall mean $3,250,000,000. “Ending Enterprise Value” shall mean the 30-day volume-weighted average price for each share of Class A Common Stock ending on and including the last day of the applicable Performance Period (or, if applicable, as of a Change in Control).

Stock Options. The options were granted effective immediately following the determination of the IPO price per share of our Class A common stock, and have a per-share exercise price equal to the IPO price ($23.00). The options vest in substantially equal quarterly installments over the four-year period beginning on September 15, 2021, subject to the executive’s continued employment through each applicable vesting date. The options are subject to the following vesting acceleration terms:

•Upon a qualifying termination, the options will vest in respect of the next four quarterly tranches scheduled to vest immediately following such termination. The executive may only exercise such accelerated options during the 90-day period following the date on which such options would have otherwise vested.

•In the event of a Change in Control of the Company, if either (i) the options are not otherwise continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity; or (ii) the executive experiences a qualifying termination at any time following the Change in Control in which the options are continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity, all of the then-unvested options will fully vest in connection with such Change in Control or qualifying termination, as applicable.

Long-Term Equity Incentives Granted to Mr. Johnson

On August 5, 2021, we entered into the Johnson Employment Agreement, as described under “—Narrative Disclosure to Summary Compensation Table—Employment Agreements” above. In connection with this, on August 5, 2021, our board of directors granted Mr. Johnson the following long-term equity incentive awards under our Omnibus Incentive Plan.


			24


Executive and Director Compensation


Name	RSUs	PSUs (at 100%)	Options
Jarrod Johnson	199,071	66,357	232,250

Restricted Stock Units. The RSU award agreements provide that 20% of the RSUs vest on each of the first three anniversaries of the grant date, and the remaining 40% on the fourth anniversary of the grant date, such that they will be fully vested on the fourth anniversary of the grant date, subject to continuous service through each vesting date. The RSUs are subject to the same vesting acceleration terms set forth above with respect to the Founder RSUs.

Performance-Based Stock Units. Mr. Johnson’s PSUs are eligible to vest on the fourth anniversary of the grant date, based on the achievement of market capitalization CAGR levels. 50% of the PSUs will vest if we achieve a market capitalization CAGR of at least 25.1% for the four-year period beginning on the grant date and ending on the fourth anniversary of the grant date (the “Performance Period”). 100% of the PSUs will vest if we achieve a market capitalization CAGR of at least 35.1% for the Performance Period. None of the PSUs will vest if we fail to achieve a market capitalization CAGR of at least 25.1%. The PSUs are subject to the following vesting acceleration terms:

•With respect to any PSUs for which the performance period has been completed as of the date of a Change in Control, but for which the determination date has not yet occurred, Mr. Johnson will vest in the number of PSUs determined based on actual performance for the performance period and vest in such PSUs as of the date of the Change in Control; and

•With respect any PSUs for which the performance period has not been completed as of the date of a Change in Control, to the extent that any such PSUs are earned based on performance through the date of such Change in Control, such earned PSUs will vest in equal installments on a quarterly basis following the Change in Control over the lesser of (i) the time remaining in the final performance period or (ii) two years; in each case, subject to Mr. Johnson’s continued employment through each applicable vesting date.

Stock Options. Mr. Johnson’s stock options vest 20% on each of the first three anniversaries of the grant date, and the remaining 40% on the fourth anniversary of the grant date, such that they will be fully vested on the fourth anniversary of the grant date, subject to continuous service through each vesting date. The exercise price of such stock option is $30.14, which was the closing price per share of our common stock on the Nasdaq Global Select Market on the grant date. The options are subject to the same vesting acceleration terms that apply to the Founder stock options.

Retirement and Other Benefits

Our named executive officers are eligible to receive the same benefits we provide, and to participate in all plans we offer, to other full-time employees, including health and dental insurance, group term life insurance, short- and long-term disability insurance, other health and welfare benefits, our 401(k) Savings Plan and other voluntary benefits.

Limited Perquisites

Executive perquisites are not part of our general compensation philosophy; however, we provide limited perquisites and personal benefits that are not generally available to all employees when necessary to attract and retain top talent. For example, we provide Messrs. Maddock and Weir a car allowance and the use of certain Company personnel to administer personal matters. In addition, the Company paid certain legal expenses incurred in connection with our IPO on behalf of Messrs. Maddock and Weir.

Outstanding Equity Awards as of December 31, 2021

The following table sets forth outstanding unvested equity awards held by our named executive officers as of December 31, 2021.


			25


						Executive and Director Compensation


	Option Awards			Stock Awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)(1)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1)
Bryce Maddock	68,896	482,281(2)	23.00	6/10/31	964,560(3)	52,047,658	1,653,530(4)	89,224,479
Jaspar Weir	68,896	482,281(2)	23.00	6/10/31	964,560(3)	52,047,658	1,653,530(4)	89,224,479
Jarrod Johnson		232,250(5)	30.14	8/5/31	199,071(6)	10,741,871	66,357(7)	3,580,624

(1)The market value in this column is based on the closing price of $53.96 per share as of December 31, 2021 for our Class A Common Stock listed on The Nasdaq Stock Market.

(2)These options vest quarterly over four years, with the first tranche vesting on September 15, 2021.

(3)These RSUs vest quarterly over four years, with the first tranche vesting on September 15, 2021.

(4)These PSUs were granted in three performance tranches and vest annually based on our enterprise value compound annual growth rate over a four-year performance period beginning on the grant date and ending on the fourth anniversary of the grant date. The number of PSUs reported represents 100% of the number of PSUs awarded on the grant date. The number that would be received upon vesting, if any, may range from 0% to 100% of the number shown.

(5)These options vest annually over four years as follows: 20% on August 5, 2022; 20% on August 5, 2023; 20% on August 5, 2024; and 40% on August 5, 2025.

(6)These RSUs vest annually over four years as follows: 20% on August 5, 2022; 20% on August 5, 2023; 20% on August 5, 2024; and 40% on August 5, 2025.

(7)These PSUs vest based on our market capitalization compound annual growth rate over a four-year performance period beginning on the grant date and ending on the fourth anniversary of the grant date. The number of PSUs reported represents 100% of the number of PSUs awarded on the grant date. The number that would be received upon vesting, if any, may range from 0% to 100% of the number shown.

Termination and Change in Control Provisions

Severance Arrangements

Pursuant to the Johnson Employment Agreement, in the event Mr. Johnson’s employment is terminated by us without “cause,” or Mr. Johnson resigns from employment with “good reason,” in each case as defined in the Johnson Employment Agreement, subject to his execution of an effective release of claims in favor of the Company, he is entitled to receive separation pay in an amount equal to the sum of his annual base salary and target annual bonus for the year in which such termination of employment occurs.

We do not have any severance arrangements with Messrs. Maddock and Weir.

Treatment of Equity Awards in Connection with a Termination or Change in Control

For a description of the treatment of the equity awards granted to our named executive officers in the event of a termination or change in control, see “Narrative Disclosure to Summary Compensation Table—Long Term Equity Incentives” above.


			26


Executive and Director Compensation

2021 Director Compensation

The Compensation Committee reviews and recommends non-employee director compensation to the board for approval. Beginning in 2021, compensation for newly joining non-employee directors consists of cash and equity-based compensation.


	Pay Element	Annual Amount ($)(1)
Director Compensation	Annual Board Retainer	$50,000
	Annual Equity Retainer(2)	$165,000
	At-election Equity Grant(3)	$250,000
Committee Chair Compensation	Audit	$20,000
	Compensation	$15,000
	Nominating & ESG	$10,000
Committee Member Compensation	Audit	$10,000
	Compensation	$7,500
	Nominating & ESG	$5,000

(1)Amounts are prorated for Directors who join after the start of the fiscal year, with the exception of the at-election equity grant.

(2)Annual equity retainer is granted in the form of RSUs and vests on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders.

(3)At-election grant is granted in the form of RSUs and vests annually over three years.

The following table summarizes all compensation awarded to, earned by, or paid to each of our non-employee directors during 2021. Messrs. Dixit, Kumar and Mehta do not receive any compensation for their services on our board. Ms. Reses did not receive any compensation for services on our board during 2021. Our executive directors are not separately compensated for their service on our board.


	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Amit Dixit	-	-	-	-
Susir Kumar	-	-	-	-
Mukesh Mehta	-	-	-	-
Jacqueline Reses	-	-	-	-
Kelly Tuminelli	$19,514	$373,718	-	$393,232

(1)This column reflects the grant date fair value of RSUs granted in 2021 as computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. Such value is based on the closing price per share of Class A common stock on the date of grant and the number of units granted.

(2)As of December 31, 2021, Ms. Reses held 333,410 stock options that were granted on July 18, 2019 and become exercisable as to 83,352 on June 11, 2022, 83,352 on June 11, 2023, and 166,706 on June 11, 2024, and Ms. Tuminelli held 5,159 RSUs, of which 3,451 vest in one-third tranches over the first three anniversaries of September 7, 2021, and 1,708 are expected to vest on the date of the 2022 Annual Meeting of Stockholders.

Equity Compensation Plan Information

The following table sets forth certain information with respect to the equity compensation plans maintained by us as of December 31, 2021.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(3)

Equity compensation plans approved by security holders

17,238,213

$10.53

8,706,134

SEC Form DEF 14A filed by TaskUs Inc.