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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Sapient Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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April 28, 2014

Dear Stockholder,

I am pleased to invite you to join me, our Board of Directors and members of management at Sapient Corporation’s 2014 Annual Meeting of Stockholders. The meeting will be held on Wednesday, May 28, 2014, at 9:00 a.m. (local time) at our headquarters located at 131 Dartmouth Street, Boston, Massachusetts 02116 for the following purposes:

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe how you may participate in our Annual Meeting, whether or not in person, and include the formal agenda for the meeting.

In addition to addressing the specific agenda items at the meeting, we will be happy to respond to stockholder questions properly brought before the meeting.

For your convenience, our 2014 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2013 are available via the Internet at www.proxyvote.com.

Thank you for your continued trust and for your investment in our business. I look forward to seeing you in Boston on May 28.

Alan J. Herrick

Co-Chairman of the Board of Directors,

President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2014 Annual Meeting of Stockholders of Sapient Corporation (the “Annual Meeting”) will be held at the offices of Sapient Corporation (“Sapient” or the “Company”), located at 131 Dartmouth Street, Boston, Massachusetts 02116 on Wednesday, May 28, 2014, at 9:00 a.m. (local time), for the following purposes:

The stockholders will also act on any additional business that may properly come before the Annual Meeting.

The record date for the Annual Meeting is Monday, April 21, 2014. Only stockholders of record as of the close of business on the record date are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. If the Annual Meeting is adjourned or postponed for any reason, any action remaining to be taken on the above matters will be considered when the meeting is resumed.

Your vote is important and is being solicited by our Board of Directors. Instructions on how to vote, a discussion of the above proposals, and significant information about the Company may be found in our 2014 Proxy Statement attached to this Notice. Please note that these proxy materials and our 2013 Annual Report on Form 10-K (our “Annual Report”) are also available to stockholders via the Internet at www.proxyvote.com.

By Order of the Board of Directors,

Joseph A. LaSala, Jr.

Senior Vice President, General Counsel and Secretary

Boston, Massachusetts

April 28, 2014

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PROXY STATEMENT

For the 2014 Annual Meeting of Stockholders

To Be Held on May  28, 2014

INFORMATION ABOUT THE ANNUAL MEETING

Questions and Answers

Why did I receive these proxy materials?

You received this proxy statement (this “Proxy Statement”), accompanying proxy card or voting instruction form, and our Annual Report on Form 10-K for the year ended December 31, 2013 (without exhibits) (our “Annual Report”) because the Board of Directors of Sapient Corporation is soliciting your proxy to vote at our 2014 Annual Meeting of Stockholders (the “Annual Meeting”). In these materials, we refer to Sapient Corporation as “Sapient,” “Company,” “we,” “us,” and “our” and to the Board of Directors of Sapient Corporation as “Board of Directors” and “Board.” Our principal executive offices are located at 131 Dartmouth Street, Boston, Massachusetts 02116. Our telephone number is (617) 621-0200. The Notice of Annual Meeting of Stockholders, which accompanies this Proxy Statement, and a proxy card were distributed to stockholders beginning on or about April 25, 2014.

What proposals are being considered at the Annual Meeting?

At the Annual Meeting, stockholders will be asked to vote on three proposals. The proposals are:

How does the Board recommend that I vote?

The Board recommends that you vote your shares:

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Who may vote at the Annual Meeting?

Only stockholders of record as of the close of business on April 21, 2014, the record date, will be entitled to vote at the Annual Meeting.

Stockholder of Record — If you own shares of our common stock and those shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are a stockholder of record, or a “record holder.” As a record holder, you may vote in person at the Annual Meeting or by proxy.

Beneficial Owner — If your shares are held in an account at a brokerage firm, bank or other nominee (each, a “broker”), then you are the “beneficial owner” of shares held in “street name,” and these proxy materials have been or will be forwarded to you by your broker. For purposes of voting at the Annual Meeting, the broker holding your account is considered the record holder, but as a beneficial owner you have the right to direct your broker as to how to vote the shares in your account.

If you are a beneficial owner, you are invited to attend the Annual Meeting, but you may not vote your shares in person unless you request and obtain a valid proxy issued in your name from your broker. To vote your shares in person at the Annual Meeting, you must present the following items to the Secretary of the Company before the voting begins: (a) picture identification; (b) an account statement or letter from the record holder, indicating that you owned the stated shares as of the record date; and (c) a proxy from the record holder issued in your name.

How do I vote my shares?

You are entitled to one vote for each share of our common stock you owned as of the record date. Whether or not you plan to attend the Annual Meeting, please carefully review this Proxy Statement and submit your proxy promptly by one of the methods available to you, as described below.

If you vote by telephone or the Internet, you do not need to return your proxy card or voting instruction form. Instead, please follow the instructions on your proxy card or voting instruction form for telephone and Internet voting. So long as your proxy is received prior to the vote at the Annual Meeting and not revoked, your shares will be voted as directed on your proxy. If you sign and return your proxy but do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted as the Board of Directors recommends. To make certain that your vote will be received in time, please cast your vote, by your choice of available means, at your earliest opportunity.

If you plan to attend the Annual Meeting and need directions to the Company’s headquarters, please contact our Investor Relations department at the address listed on the Notice of Annual Meeting of Stockholders or by email at ir@sapient.com.

May I change my vote after submitting my proxy or voting instruction form?

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How many votes are needed to approve the proposals?

What is a “broker non-vote”?

A “broker non-vote” is a proxy submitted by a broker for a matter over which the broker does not have discretionary voting power and for which such broker has not received instructions from the beneficial owner or other person entitled to vote the shares represented by the proxy. While brokers may use their discretion to vote on routine matters where the beneficial owner has not provided instructions, neither the election of directors nor the advisory vote on compensation paid to our named executive officers is deemed a “routine” matter. Of the proposals to be acted upon at the Annual Meeting, only the ratification of auditors is considered to be a routine matter. Therefore, if you do not give your broker voting instructions, your shares will not be voted as to any proposal at the Annual Meeting other than the ratification of auditors. If you have questions about broker non-votes or the voting process generally, please contact your broker or visit the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov/spotlight/proxymatters.shtml.

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What is a quorum requirement?

To be valid, the Annual Meeting must have a quorum of stockholders present or represented. A quorum of stockholders will be deemed present or represented if at least a majority of the total number of shares of common stock outstanding and entitled to vote as of the close of business on the record date is present or represented by proxy at the Annual Meeting. For purposes of achieving a quorum, abstentions (when you submit a proxy but affirmatively choose to not vote on one or more proposals) and “broker non-votes” will be counted as present.

As of the close of business on the record date, 141,758,181 shares of our common stock were outstanding and entitled to vote. For a quorum to exist, at least 70,879,091 shares must be present or represented by proxy at our Annual Meeting. Our common stock is our only class of securities outstanding. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

Important Notice Regarding the Availability of Proxy Materials for the 2014 Annual Meeting of Stockholders to be Held on May 28, 2014

This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com.

You may also find a copy of this Proxy Statement and our Annual Report (with exhibits) on the SEC website at www.sec.gov. We will, upon written request and without charge, send you additional copies of our Annual Report (with or without exhibits) and this Proxy Statement. To request additional copies, please send your request by mail to: Sapient Corporation, c/o Investor Relations Department, 131 Dartmouth Street, Boston, Massachusetts 02116; or by e-mail to ir@sapient.com.

Electronic Delivery of Future Stockholder Communications

We are pleased to offer our stockholders the opportunity to receive stockholder communications electronically. By opting for electronic delivery of documents, you will receive stockholder communications, such as our Proxy Statement and Annual Report, as soon as they become available and may vote via the Internet on matters to be decided at the Annual Meeting. Choosing electronic delivery reduces the number of bulky documents in your mail, conserves natural resources, and reduces our printing and mailing costs.

To sign up for electronic delivery of future mailings, visit www.icsdelivery.com/sape and enter information for all of your Sapient stockholdings. Once you enroll, you will receive all future mailings via electronic delivery until you elect to cancel your enrollment by following the instructions provided on the website. If you have any questions about electronic delivery, please contact our Investor Relations department at the mail or e-mail address listed above.

Householding of Proxy Materials

Like many other companies, brokers, banks, and nominee record holders, Sapient participates in a practice commonly known as “householding,” where a single copy of our Proxy Statement and Annual Report is sent to one address for the benefit of two or more stockholders sharing that address unless we have received contrary instructions. Householding is permitted under rules adopted by the SEC as a means of satisfying the delivery requirements for proxy statements and annual reports, potentially resulting in extra convenience for stockholders and cost savings for companies. If you hold your shares through a broker, you may have consented to reducing the number of copies of materials delivered to your address. In the event you wish to revoke your consent provided to a broker, you must contact that broker to revoke your consent. If you are subject to householding, we will promptly deliver a separate copy of either document to you if you contact our Investor Relations department at the mail or e-mail address listed above or call us at (617) 621-0200. If you are receiving multiple copies of our Proxy Statement and Annual Report at your household and wish to receive only one, please notify your broker or contact our Investor Relations department at the mail or e-mail address listed above.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

In accordance with the recommendation of our Governance & Nominating Committee, the Board of Directors has nominated James M. Benson, Jerry A. Greenberg, Alan J. Herrick, Silvia Lagnado, J. Stuart Moore, Robert L. Rosen, Eva M. Sage-Gavin, Ashok Shah, Vijay Singal and Curtis R. Welling, each of whom currently serves as a director of the Company, for election as directors (collectively, the “director nominees”).

If elected, each director nominee will serve as a director until our 2015 Annual Meeting of Stockholders and his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Each director nominee has indicated willingness to stand for election and serve as a member of our Board of Directors, if elected. However, if any director nominee should be unwilling or unable to stand for election, the person acting as proxy may vote your proxy “FOR” a substitute nominee designated by the Board of Directors. The Board of Directors has no reason to believe that any of the director nominees will be unable to serve if elected.

The number of directors constituting the Board of Directors is fixed at eleven, and we currently have eleven directors on our Board: the ten director nominees and Hermann Buerger, chairman of the Audit Committee and member of the Governance & Nominating Committee. Pursuant to the Board’s retirement policy, Mr. Buerger will not stand for re-election at the Annual Meeting. Mr. Buerger will continue to serve on the Board until his retirement at the expiration of his current term. At such time, the Board of Directors will reduce the number of directors constituting the Board of Directors to ten. Accordingly, the persons named in the provided proxy card cannot vote for a greater number of persons than the ten director nominees.

Vote Required

Our Amended and Restated Bylaws (“Bylaws”) provide that, in uncontested elections of directors (as is the case for this Annual Meeting), each nominee must receive a majority of votes cast to be elected. That means that the number of votes cast “FOR” that nominee must exceed the votes cast “AGAINST” that nominee. An abstention does not count as a vote cast. A broker holding shares in street name does not have discretionary voting power with respect to the election of directors and may not vote shares unless the broker receives voting instructions from the beneficial owner. Accordingly, a broker non-vote is not counted for voting purposes with respect to, and has no effect on, the election of directors. If you do not provide instructions for this proposal, the persons named in the accompanying proxy card will vote each proxy “FOR” the election of each of the director nominees.

In an uncontested election such as this, any director nominee currently serving as a director who does not receive a majority of votes cast “FOR” his or her election will be required to tender his or her resignation promptly following the failure to receive the required vote. The Governance & Nominating Committee then will be required to recommend to the Board whether to accept or reject the resignation. Following the Governance & Nominating Committee’s recommendation, the Board will be required to decide whether to accept or reject the resignation and to publicly disclose its decision-making process within 90 days of the certification of election results. Full details of the Company’s resignation procedures are set forth in Section 1.9(c) of our Bylaws.

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2014 Director Nominees

The biographical information below is provided as of the date of this Proxy Statement for each director nominee, including age, period of service as a director, business experience during at least the past five years (including other public company directorships), and the qualifications, attributes and skills that contributed to the Board’s conclusion that such director nominee should continue service as a member of our Board of Directors.

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Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE TEN DIRECTOR NOMINEES.

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PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The second proposal for consideration at our Annual Meeting is to ratify the selection, made by the Audit Committee of our Board of Directors, of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

PwC has served as our independent registered public accounting firm since 1999, and we have been advised by PwC that it is an independent registered public accounting firm with the Public Company Accounting Oversight Board (the “PCAOB”) and complies with the auditing, quality control and independence standards and rules of the PCAOB and the SEC. A representative of PwC is expected to be present at the Annual Meeting to answer appropriate questions, and to make a statement if he or she so desires.

Although stockholder ratification of the Audit Committee’s selection of PwC is not required by law, the Board of Directors believes it is advisable to afford stockholders an opportunity to ratify this selection. Even if the selection of PwC is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm or firms, in whole or in part, at any time during the year, should it determine that such a change is in the best interests of the Company and its stockholders.

Vote Required

The affirmative vote of a majority of the shares present, in person or by means of remote communication or represented by proxy at the meeting and entitled to vote, is required to ratify the selection of our independent registered public accounting firm. An abstention is treated as present and entitled to vote and therefore has the effect of a vote against ratification of the independent auditors. Because the ratification of the independent auditors is considered to be routine, a broker holding shares in street name may vote on this proposal in the absence of instructions from the beneficial owner.

If you do not provide instructions for this proposal, the persons named in the accompanying proxy card will vote each proxy “FOR” the ratification of the selection of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. If this proposal is not approved at the Annual Meeting, the Audit Committee will reconsider its selection of PwC, although it may elect to continue to retain PwC.

Statement of Independent Registered Public Accounting Firm Fees and Services

The professional services provided by PwC and the aggregate fees billed for those services rendered to Sapient during the years ended December 31, 2013 and 2012 were as follows:

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Pre-Approval of Audit and Permissible Non-Audit Services

Consistent with requirements of the SEC and the PCAOB regarding auditor independence, the Audit Committee has responsibility for appointing, setting the compensation of, and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Prior to engagement of the independent registered public accounting firm for the next year’s audit, management submits to the Audit Committee a list of services and related fees expected to be rendered during that year within each of four categories of services for approval.

Prior to engagement, the Audit Committee pre-approves the independent registered public accounting firm services within each category. The Audit Committee requires the independent registered public accounting firm and management to report actual fees versus budgeted fees periodically throughout the year by category of service. During the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The report of the Audit Committee is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended.

The Audit Committee of the Board of Directors of Sapient (the “Audit Committee”) is comprised of four non-employee directors, each of whom is an independent director within the meaning of the applicable listing standards established by the NASDAQ Global Select Market (“NASDAQ”) and SEC rules and regulations.

On behalf of the Board of Directors, the Audit Committee oversees the operation of a comprehensive system of internal control designed to ensure the integrity of Sapient’s financial statements and reports; compliance with laws, regulations and corporate policies; and the independent registered public accounting firm’s qualifications, performance and independence. Consistent with this oversight responsibility, the Audit Committee has reviewed and discussed with management the audited consolidated financial statements for the year ended December 31, 2013 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2013. PwC, the Company’s independent registered public accounting firm in 2013, issued its report on the Company’s financial statements and the effectiveness of the Company’s internal control over financial reporting, the details of which are set forth in the Company’s Annual Report.

Additionally, the Audit Committee has discussed with PwC the matters required to be discussed in accordance with Auditing Standard 16, Communication with Audit Committees, as adopted by the PCAOB. The Audit Committee also has received the written disclosures and the letter from PwC required by the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence from the Company and its management.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the year ended December 31, 2013 be included in the Company’s Annual Report.

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PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

The Company is providing its stockholders with the opportunity to cast an advisory vote on the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. The Company currently believes that it is appropriate to annually seek the views of stockholders on the design and effectiveness of the Company’s executive compensation program.

The stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Company or the Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board of Directors value the opinions of the stockholders and will consider the outcome of the vote when considering future executive compensation decisions. In 2013, the advisory vote on executive compensation received approximately 77% support from stockholders, demonstrating stockholder support of the Company’s approach to executive compensation. The Compensation Committee recognized, however, that the 2013 vote results were lower than the two previous years, in which over 90% of the votes cast were in favor of the say-on-pay proposal in each of those years. The Compensation Committee is committed to understanding our stockholders’ perspectives as the Committee considers aligning our executive compensation program with the best interests of the Company. Accordingly, following the 2013 say-on-pay voting results, the Compensation Committee engaged in further analysis of the Company’s executive compensation program, which included detailed review of the elements of the then-current executive compensation program, as well as input from several of our largest institutional stockholders and Mercer (US), Inc. (“Mercer”), the compensation consultant to the Compensation Committee (as described in further detail under the heading “Say-on-Pay Results and Stockholder Outreach” of our Compensation Discussion and Analysis (“CD&A”), beginning on page 31 of this Proxy Statement). Informed by this analysis, and in consultation with management, the Compensation Committee reaffirmed the fundamental principle of our compensation philosophy to clearly link executive compensation to Sapient’s financial performance, and implemented certain enhancements to the program, with the consent of our CEO, as follows: (1) modified our CEO’s 2013 long-term incentive compensation to reduce the number of time-based RSUs and to instead award “at risk” performance-based RSUs; (2) adopted a stock ownership guideline for our CEO; and (3) committed to structure all of our named executive officers’ 2014 long-term incentive compensation to include meaningful performance-based RSU awards.

Our executive compensation program is designed to implement and achieve the goals of our executive compensation philosophy. Our philosophy, fundamentally, is to align each executive’s compensation with our short-term and long-term performance, and to provide the compensation and incentives needed to attract, motivate, and retain our named executive officers, who are critical to our success. Under this executive compensation program, our named executive officers are rewarded for the achievement of specific annual, long-term, strategic and corporate goals, and the realization of increased stockholder value. The CD&A provides additional details about our executive compensation program, including information about the fiscal year 2013 compensation of our named executive officers.

Sapient continues to maintain best practices in designing and implementing its executive compensation program. These practices include the following:

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We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis.”

Vote Required

The affirmative vote of a majority of the shares present, in person or by means of remote communication or represented by proxy at the meeting and entitled to vote, is required for approval with respect to the advisory vote on executive compensation. An abstention is treated as present and entitled to vote and therefore has the effect of a vote against this proposal. A broker holding shares in street name does not have discretionary voting power with respect to this proposal and may not vote shares unless the broker receives voting instructions from the beneficial owner. Accordingly, a broker non-vote is not counted for voting purposes with respect to, and has no effect on, the advisory vote on executive compensation. If you do not provide instructions for this proposal, the persons named in the accompanying proxy card will vote each proxy “FOR” the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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CORPORATE GOVERNANCE AND DIRECTOR INDEPENDENCE

Overview

Sapient is committed to achieving the highest level of integrity, honesty and accuracy in our operations, financial results and public disclosures. Accordingly, the Board has adopted Corporate Governance Guidelines, written charters for each standing committee of the Board, and a Code of Ethics and Conduct to help Sapient attain this goal. These documents, in conjunction with our Certificate of Incorporation and Bylaws, form the governance framework for Sapient. These materials may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.” These materials are also available in print free of charge to any stockholder upon request. Any person who wishes to obtain a copy of any of these documents may do so by writing to Sapient Corporation, c/o Investor Relations Department, 131 Dartmouth Street, Boston, Massachusetts 02116; or by emailing ir@sapient.com.

Board Leadership Structure

The Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. The leadership structure of the Company has varied over time and has included both combined and separate roles. The Company does not have a policy requiring the combination or separation of leadership roles, and the Company’s governing documents do not mandate a particular structure. This flexible approach to leadership has allowed the Board to put in place the most effective structure for the Company and its stockholders at any given time.

Currently, our President and Chief Executive Officer, Alan J. Herrick, and our co-founder, Jerry A. Greenberg, serve as Co-Chairmen of the Board of Directors, and James M. Benson serves as Lead Independent Director of the Board.

The Board has determined that the Company and its stockholders are currently best served by having Messrs. Herrick and Greenberg serve as Co-Chairmen of the Board and Mr. Benson serve as Lead Independent Director. As Co-Chairmen of the Board, Messrs. Herrick and Greenberg promote unified leadership and direction for the Board and management, allow for a bridge between the Board and management, and provide the critical leadership necessary for carrying out the Company’s strategic initiatives. As Lead Independent Director, Mr. Benson, along with the Board’s strong committee system and substantial majority of independent directors, allow the Board to maintain effective oversight of the Company’s business operations, including independent oversight of the Company’s financial statements, executive compensation, selection of director candidates, and the Board’s corporate governance programs. We believe our current Board leadership structure enhances the Board’s ability to effectively carry out its roles and responsibilities on behalf of the Company’s stockholders.

Lead Independent Director

James M. Benson is the Lead Independent Director of the Board. The Lead Independent Director is chosen by the independent directors of the Board, and has the general responsibility to preside at meetings of the Board when the Co-Chairmen are not present, and at regular executive sessions of the independent members of the Board without management present. The Lead Independent Director also serves as liaison between the Co-Chairmen and independent directors, determines the meeting agenda for executive sessions of the Board, and has authority to call meetings of the independent directors. The Lead Independent Director’s role and responsibilities are more fully described in the Lead Independent Director charter, a copy of which may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.”

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Independence of our Directors and Board Committees

The listing rules established by NASDAQ require that a majority of the members of a listed company’s board of directors qualify as “independent” within the meaning of such rules (the “NASDAQ Independence Rules”). Consistent with its annual practice, in April 2014, the Board affirmatively determined that none of James M. Benson, Hermann Buerger, Jerry A. Greenberg, Silvia Lagnado, J. Stuart Moore, Robert L. Rosen, Eva M. Sage-Gavin, Ashok Shah, Vijay Singal or Curtis R. Welling have a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director of the Company and are “independent” for purposes of the NASDAQ Independence Rules.

The Board of Directors has determined that Alan J. Herrick does not qualify as an independent director under the NASDAQ Independence Rules because he serves as President and Chief Executive Officer of the Company.

Our Board of Directors has three committees: the Audit Committee, Compensation Committee, and Governance & Nominating Committee. Each of these committees consists solely of independent Board members under current NASDAQ listing rules and applicable securities laws and regulations.

Board Oversight of Risk Management

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our strategic and organizational objectives, improve long-term organizational performance and enhance stockholder value. A fundamental part of risk oversight is to understand the individual risks our Company faces and the steps management is taking to manage those risks, including the framework used by management for the coordinated oversight, control, and continuous improvement of processes used to manage risk, and to assess management’s appetite for risk. It is management’s responsibility to manage risk and bring to the Board’s attention material risks facing our Company. Accordingly, our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments. In addition, our Board considers potential business and financial risks when reviewing and approving our strategic plan.

While the Board has the ultimate responsibility for risk oversight, each committee of the Board also has responsibility for aspects of risk oversight. For example, the Audit Committee focuses on financial risk management, including internal controls, legal and regulatory risks, as well as compliance risks of a financial nature. The Compensation Committee evaluates and sets compensation programs that encourage decision-making predicated upon a level of risk consistent with our business strategy. The Compensation Committee also reviews compensation and benefit plans affecting employees in addition to those applicable to executive officers. Finally, the Governance & Nominating Committee oversees governance and succession risk, including Board and Chief Executive Officer succession, and evaluates director skills and qualifications to ensure the appropriate appointment of particular directors to our standing committees based upon the needs of that committee. Each committee makes reports in its respective area of responsibility to the Board at the next regularly scheduled Board meeting immediately following the committee meeting.

As previously discussed under “Board Leadership Structure,” the Board believes that its leadership structure facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Independent Director and each independent committee chair, to participate actively in the oversight of management’s actions.

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Majority Vote Standard and Director Resignation Procedures

Our Bylaws provide for a majority vote standard in uncontested elections of directors. The Bylaws also set forth resignation procedures for any director nominee currently serving as a director who does not receive a majority of votes cast “FOR” his or her election. Full details of the Company’s resignation procedures are set forth in Section 1.9(c) of our Bylaws.

Director Stock Ownership Guidelines

The Board believes that significant stock ownership by Board members further aligns their interests with the long-term interests of the Company’s stockholders. Accordingly, the Board requires each non-management Board member to own shares of the Company’s common stock valued at four times his or her annual Board retainer fee. Other than our three newest directors, all of whom joined our Board in 2013, our current directors meet this requirement. Our newest directors, Ms. Lagnado, Ms. Sage-Gavin and Mr. Welling, will have five years from their respective appointment to reach the minimum holding level. Our Director Stock Ownership Guidelines are described more fully in Article D of our Corporate Governance Guidelines, a copy of which may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.”

Code of Ethics and Conduct

We maintain a Code of Ethics and Conduct, which has been approved by our Board, to ensure that our people understand the basic principles that govern our corporate conduct. The Code of Ethics and Conduct applies to all of our directors, employees, independent contractors, and officers, including our Chief Executive Officer and our Chief Financial Officer. A current copy of our Code of Ethics and Conduct may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.” Our Code of Ethics and Conduct is also available in print free of charge to any stockholder upon request. Any person who wishes to obtain a copy of the Code of Ethics and Conduct may do so by writing to Sapient Corporation, c/o Investor Relations Department, 131 Dartmouth Street, Boston, Massachusetts 02116; or by emailing ir@sapient.com. Any future amendments to the Code of Ethics and Conduct, and any waivers thereto involving our executive officers, also will be posted on our website.

Related Party Transactions

Review, Approval and Ratification of Related Party Transactions

Our written Related Party Transactions Policy requires the approval or ratification by the Audit Committee for any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) that will or may be expected to exceed $120,000 in any calendar year in which the Company, or any of its subsidiary companies, is a participant, and any related person has a direct or indirect interest, and of which disclosure is required under SEC rules. Related persons include our officers, directors, director nominees, any of their immediate family members or affiliates, and any stockholders owning 5% or more of the Company’s common stock.

Our General Counsel is responsible for identifying potential related party transactions from information solicited annually in questionnaires submitted by directors and officers, and also from any person newly nominated or appointed as a director or as an executive officer. In addition, directors and executive officers are responsible for notifying the General Counsel of any transaction, arrangement or relationship that they propose to enter into, or of which they become aware, that might reasonably be expected to be a related party transaction. If the General Counsel determines that an existing or proposed transaction constitutes a related party transaction requiring Audit Committee approval under the policy, he will provide relevant details and

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analysis of the related party transaction to the Audit Committee for consideration. If the General Counsel has an interest in a potential related party transaction, he will provide all relevant information to the Chief Executive Officer, who will review the potential transaction or relationship with either outside counsel or a member of the Company’s legal team and provide the information to the Audit Committee as appropriate.

The Audit Committee will review the material facts of all related party transactions that require its approval and either approve or disapprove the related party transaction. If advance approval is not feasible, the Audit Committee will consider and, if appropriate, will ratify the related party transaction at its next regularly scheduled meeting. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Transactions with Related Persons

None.

Succession Planning

Our Board recognizes the importance of effective executive leadership to the Company’s success and meets at least annually to discuss executive succession planning.

BOARD MEETINGS AND COMMITTEES

Board Meetings

Our Board of Directors and its committees meet periodically throughout the year, as needed, to oversee management of the Company’s business and affairs for the benefit of its stockholders. In 2013, the Board of Directors held fourteen meetings and took action once by written consent. Each director attended at least 91% of the aggregate of the meetings of the Board and the committees on which he or she served.

Executive Sessions

At least twice annually, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Lead Independent Director presides at these executive sessions. In addition, our directors meet without members of management at most of our regularly scheduled Board meetings and at such other times as they deem appropriate.

Director Attendance at Annual Meetings

We encourage, but do not require, our directors to attend Annual Meetings of Stockholders. All directors attended the Company’s 2013 Annual Meeting of Stockholders.

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Board Committees and Committee Composition

The Board has three standing committees: the Audit Committee, Compensation Committee, and Governance & Nominating Committee. From time to time, the Board may also form one or more special committees, as needed. The Board has delegated various responsibilities and authorities to these committees, as described below and in the committee charters. The Board committees regularly report on their activities and actions to the Board. Each member of the Audit Committee, Compensation Committee, and Governance & Nominating Committee was appointed by the Board. Each committee has a written charter approved by the Board, which may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.”

The following table reflects our current committee composition:

Name		Audit Committee		Compensation             Committee		Governance &  Nominating  Committee
James M. Benson, Lead Independent Director
Hermann Buerger
Robert L. Rosen
Eva M. Sage-Gavin
Ashok Shah
Vijay Singal
Curtis R. Welling

  Committee Chair

  Committee Member

Audit Committee

The Audit Committee, among other responsibilities, reviews our auditing, accounting, financial reporting and internal control functions, and selects our independent registered public accounting firm. The “Report of the Audit Committee of the Board of Directors” appears on page 13 of this Proxy Statement. The Audit Committee meets at least four times annually and with greater frequency if necessary. In 2013, the Audit Committee met thirteen times and took action twice by written consent.

The current members of the Audit Committee are Hermann Buerger, Robert L. Rosen, Vijay Singal and Curtis R. Welling, each of whom is an independent director within the meaning of applicable NASDAQ listing rules and applicable securities laws and regulations, is able to read and understand the Company’s financial statements and, per the applicable NASDAQ listing standards, has not participated in the preparation of the Company’s or its subsidiaries’ financial statements in the last three years. Currently, Mr. Buerger serves as the Chairman of the Audit Committee. Pursuant to the Board retirement policy, Mr. Buerger will not stand for re-election at the Annual Meeting. Following Mr. Buerger’s retirement at the expiration of his current term, our Board of Directors will appoint a new Chairman of the Audit Committee. Our Board of Directors has determined that each member of the Audit Committee is an “audit committee financial expert” within the meaning of the rules and regulations of the SEC.

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Under its charter, the Audit Committee may form and delegate authority to subcommittees consisting of one or more of its members, as appropriate. Unless specifically determined otherwise by the Audit Committee, its Chairman serves as a one-person subcommittee with discretionary authority to act on the committee’s behalf during periods between its meetings. The Audit Committee may request reports of the actions of any subcommittee at subsequent meetings. The Audit Committee’s functions and responsibilities are more fully described in its charter, a copy of which may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.”

Compensation Committee

The Compensation Committee is responsible for overseeing, in collaboration with members of management, the Company’s overall compensation policies and practices. The Compensation Committee is also responsible for overseeing and approving the framework of our executive compensation program, including the elements and amounts of compensation for our executive officers. Our Chief Executive Officer does not participate in any deliberations or determinations of the Compensation Committee regarding his own compensation or individual performance objectives.

The Compensation Committee meets at least three times annually and with greater frequency if necessary. In 2013, the Compensation Committee met twelve times. In the first quarter of each year, the Compensation Committee meets to approve our senior leadership team’s annual cash incentive payments for the prior year and their equity awards. In the third quarter of each year, the Compensation Committee meets to determine and approve base salary changes and annual cash incentive targets, which are effective as of August 1st. The Compensation Committee also meets at other times, as warranted, to approve compensation adjustments for our senior leadership team, among other matters.

The current members of the Compensation Committee are James M. Benson, Robert L. Rosen, Eva M. Sage-Gavin, and Ashok Shah, each of whom is an independent, outside, non-employee director within the meaning of applicable NASDAQ listing rules, tax rules, and applicable securities laws and regulations. Currently, Mr. Shah serves as the Chairman of the Compensation Committee. Although it regularly meets in executive session, from time to time the Compensation Committee invites various members of management, other employees and outside advisors or consultants to join its meetings to make presentations, provide financial or other background information or advice, or otherwise participate. The Compensation Committee also retains outside consultants periodically to provide advice regarding trends in compensation practices and comparative benchmarking data.

Under its charter, the Compensation Committee may form and delegate authority to subcommittees consisting of one or more of its members, as appropriate. Unless specifically determined otherwise by the Compensation Committee, its Chairman serves as a one-person subcommittee with discretionary authority to act on the committee’s behalf during periods between its meetings. The Compensation Committee may request reports of the actions of any subcommittee at subsequent meetings. The Compensation Committee’s functions and responsibilities are more fully described in its charter, a copy of which may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.”

The Compensation Committee, in its role as administrator under the Company’s 2011 Incentive Plan (the “2011 Plan”), has delegated authority to two members of management to grant equity awards within certain specified parameters.

More detailed information related to our compensation philosophies and goals, as well as the Compensation Committee’s specific determinations concerning executive compensation, may be found under the heading “Compensation Discussion and Analysis,” beginning on page 31 of this Proxy Statement.

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Outside Compensation Consultants and Affiliated Companies

Since 2008, the Compensation Committee has annually retained Mercer, an outside consulting firm, to advise the committee on the Company’s executive compensation program. Mercer was selected by the Compensation Committee based on its overall capabilities in the area of executive compensation and its reputation as a leading human resources consulting firm. Mercer typically advises the Compensation Committee with respect to the evaluation and development of compensation packages for our named executive officers, including competitiveness of the base salaries, target and actual total cash compensation, long-term incentives and actual total direct compensation. Mercer also advises the Compensation Committee on executive compensation trends. In 2013, the Company paid Mercer $109,600 for these services.

Sapient management also engaged Mercer in 2013 to provide support to the Company relating to general benefits practices and competitiveness and non-executive compensation, and medical plan broker services for our international travelers. For these services, the Company paid Mercer $205,995 in fees in 2013. Although the Compensation Committee was aware of the extent and cost of Mercer’s additional services provided to management, management defined and authorized the work.

Mercer is a wholly-owned subsidiary of Marsh & McLennan Companies (“MMC”). The total amount of fees paid to Mercer in 2013 for its services was approximately $315,595, which represents less than .01% of MMC’s annual revenue of $12.3 billion for its fiscal year ended December 31, 2013. In 2013, we paid fees of $256,284 to another MMC affiliate, for services unrelated to those services provided by Mercer. These fees do not include the cost of insurance policy premiums. Although the Compensation Committee was aware of the extent and cost of MMC’s services provided to management, management defined and authorized the work.

Because the Compensation Committee and management both use Mercer for compensation consultancy services, the Compensation Committee and Mercer have implemented policies and procedures to ensure that the advice the Compensation Committee receives from Mercer is objective and not influenced by Mercer’s or its affiliates’ relationships with the Company. These policies and procedures include:

It is necessary for the consultant advising the Compensation Committee to interact with management to gather information, but the Compensation Committee follows protocols governing whether and when the consultant’s advice and recommendations to the Compensation Committee can be shared with management. These protocols are included in the consultant’s engagement letter. The Compensation Committee also determines the appropriate forum for receiving consultant recommendations. When appropriate, management invitees are present to provide context for the recommendations. In other cases, the Compensation Committee receives the consultant’s recommendations in executive session when management is not present. The Compensation Committee believes that this approach protects the Compensation Committee’s ability to receive objective advice from the consultant so that the Compensation Committee may make independent decisions about executive compensation.

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In February 2014, in connection with Mercer’s 2014 engagement, the Compensation Committee assessed the independence of Mercer pursuant to SEC and NASDAQ rules, taking into account the six independence factors enumerated by NASDAQ and in Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In light of the above policies and procedures, the Compensation Committee determined that the work provided has not raised a conflict of interest.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee during 2013 were Ms. Sage-Gavin and Messrs. Benson, Rosen and Shah. None of these members is a current or former officer or employee of the Company or, to our knowledge, has any interlocking relationships as set forth in applicable SEC rules that require disclosure as a Compensation Committee interlock.

Governance & Nominating Committee

The Governance & Nominating Committee’s duties, among others, are to identify and evaluate potential candidates for our Board of Directors and make recommendations regarding such candidates to our Board of Directors. The Governance & Nominating Committee also advises our Board of Directors regarding principles and practices applicable to governance of the Company, and monitors the Company’s compliance with its Corporate Governance Guidelines. The Governance & Nominating Committee meets at least once annually and with greater frequency if necessary. The Governance & Nominating Committee met five times in 2013 and its current members are James M. Benson, Hermann Buerger, and Ashok Shah, each of whom is an independent director within the meaning of applicable NASDAQ listing rules and applicable securities laws and regulations. Currently, Mr. Benson serves as the Chairman of the Governance & Nominating Committee.

Under its charter, the Governance & Nominating Committee may form and delegate authority to subcommittees consisting of one or more of its members, as appropriate. Unless specifically determined otherwise by the Governance & Nominating Committee, its Chairman serves as a one-person subcommittee with discretionary authority to act on the committee’s behalf during periods between its meetings. The Governance & Nominating Committee may request reports of the actions of any subcommittee at subsequent meetings. The Governance & Nominating Committee’s functions and responsibilities are more fully described in its charter, a copy of which may be found on the Investors portion of our website, www.sapient.com, under “Corporate Governance.”

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

Criteria for Nomination to the Board

The Governance & Nominating Committee will consider candidates submitted by the Company’s stockholders, as well as candidates recommended by directors and management, for nomination to the Board. The Governance & Nominating Committee has generally identified nominees based upon suggestions by outside directors, management and third-party search firms. The goal of the Governance & Nominating Committee is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Governance & Nominating Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.

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Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee

The Governance & Nominating Committee recommends candidates it believes have the requisite professional experience, knowledge, and perspective to contribute value to the Board’s oversight of the Company. The Governance & Nominating Committee considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new perspectives, skills and experience. If the Governance & Nominating Committee determines that an opening exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC and NASDAQ.

The Governance & Nominating Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill and expertise appropriate for the Board generally, as well as the candidate’s integrity, industry background, business acumen and experience (including financial expertise, management experience guiding organizations through growth cycle stages, and global expertise), diversity, availability, independence of thought, and overall ability to represent the interests of the Company’s stockholders. The Governance & Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Governance & Nominating Committee uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. We do not have a formal written policy with regard to the consideration of diversity in identifying candidates; although, as discussed above, diversity, including with respect to gender, race and ethnicity, among other factors, is one of the numerous criteria the Governance & Nominating Committee reviews before recommending a candidate. From time to time, we have engaged, for a fee, a third-party search firm to assist the Governance & Nominating Committee with identifying, evaluating and screening Board candidates for the Company, and may do so again in the future.

A third-party search firm was engaged in connection with Ms. Lagnado’s appointment to the Board. Ms. Lagnado was presented as a director candidate by the third-party search firm, and was then interviewed by the Board Co-Chairmen and members of the Governance & Nominating Committee in connection with her consideration as a director candidate. On September 10, 2013, the Governance & Nominating Committee recommended the Board appoint Ms. Lagnado as a member of the Board. The Board so appointed Ms. Lagnado, effective September 11, 2013. Factors considered by the Governance & Nominating Committee in reviewing Ms. Lagnado’s qualifications included her extensive marketing experience, her brand insights resulting from her global client perspective, her stewardship of some of the world’s most respected brands, and her numerous recognitions for contributions to the marketing industry.

Based upon the recommendation of one of our non-management Directors, and after considering Mr. Welling as a director candidate, on October 22, 2013, the Governance & Nominating Committee recommended to the Board that it appoint Mr. Welling to be a member of the Board. The Board so appointed Mr. Welling, effective as of October 23, 2013. Factors considered by the Governance & Nominating Committee in reviewing Mr. Welling’s qualifications included his extensive and diversified business and financial experience, his entrepreneurial spirit, his leadership and management skills, as well as his deep global knowledge. In connection with the consideration of Mr. Welling as a director candidate, we engaged a third-party firm to assist in evaluating Mr. Welling, and the Board Co-Chairmen and members of the Governance & Nominating Committee interviewed Mr. Welling.

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Procedures for Recommendation of Director Nominees by Stockholders

The Governance & Nominating Committee will consider potential nominees properly submitted by our stockholders. In evaluating candidates recommended by our stockholders, the Governance & Nominating Committee will apply the same criteria for such candidates as it does for candidates proposed by management or other directors. Any stockholder recommendations of director nominees proposed for consideration by the Governance & Nominating Committee should include the nominee’s name and qualifications for Board membership and should be addressed in writing to the Governance & Nominating Committee, c/o Sapient Corporation, 131 Dartmouth Street, Boston, Massachusetts 02116, Attention: Secretary. In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual stockholders meeting in accordance with certain procedures described in this Proxy Statement under the heading “Other Information — Stockholder Proposals for the 2015 Annual Meeting.”

Policy Regarding Stockholder Communications with our Board of Directors

Our Board of Directors welcomes communications from our stockholders. The correspondence should be submitted in writing and delivered (by registered mail, signature required, where available) to the Board of Directors, c/o Sapient Corporation, 131 Dartmouth Street, Boston, Massachusetts 02116, Attention: General Counsel. Our General Counsel will forward each submission, without editing or alteration, to the Co-Chairmen of the Board (or to the Lead Independent Director if the Board does not have a Chairman at the time of submission), no later than the next scheduled meeting of the Board. Correspondence to the Board must contain the information listed in the Company’s Policy Regarding Stockholder Communications with Directors, located on the Investors portion of our website, www.sapient.com, under “Corporate Governance.”

DIRECTOR COMPENSATION

The Governance & Nominating Committee is responsible for periodically reviewing and assessing matters pertaining to compensation paid to directors for Board, committee and committee chair services. Under the Governance & Nominating Committee’s charter, the Committee is authorized to engage advisors in connection with its review and analysis of director compensation, though it did not engage any advisors in 2013. Directors who also serve as employees of the Company do not receive payment for services as directors.

In determining non-employee director compensation, the Governance & Nominating Committee takes various factors into consideration, including, but not limited to, the responsibilities of directors generally, as well as committee chairs, and the forms of compensation paid to directors by comparable companies.

The compensation program for non-employees directors is described further below.

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Compensation Program for Non-Employee Directors

Cash Compensation

As consideration for their service on the Board, we pay each of our non-employee directors an annual retainer of $25,000 and the following additional annual retainers, as applicable:

In the case of Co-Chairmen of the Board, the annual retainer of $60,000 is divided equally between the Co-Chairmen; however, Mr. Herrick does not receive an annual retainer for his service on the Board because he is an employee of the Company. All annual retainers are paid in four equal quarterly installments, provided that the director continues to serve in such capacity. Additionally, we pay non-employee directors the following attendance fees:

If a director participates in either a Board or committee meeting by telephone, rather than in person, or if the committee meeting is held on the same day and at the same location as a Board meeting, the director receives one-half of the applicable meeting fees. Additionally, we reimburse each non-employee director for expenses incurred in connection with his or her meeting attendance.

Equity Compensation

In addition, pursuant to our 2011 Plan, each of our non-employee directors is granted a restricted stock unit (“RSU”) award on the date of the annual meeting of stockholders (each, an “Annual RSU Award”). The number of RSUs comprising each Annual RSU Award has been determined by dividing $100,000 by the last reported sale price per share of our common stock on the date of grant, as listed on NASDAQ (rounded down to the nearest whole share). All Annual RSU Awards to non-employee directors vest in full on the first anniversary of the grant date, subject to continued service on the Board. Any non-employee director appointed to the Board on a date other than at an annual meeting receives an Annual RSU Award that is prorated to reflect the portion of the year during which the newly appointed director will serve.

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2013 Director Compensation

The following table sets forth the total compensation of the Company’s non-employee directors for the year ended December 31, 2013.

As of December 31, 2013, our non-employee directors had the following RSUs outstanding:

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EXECUTIVE OFFICERS

The names of our current executive officers, their ages and their positions are shown below.

For information regarding Mr. Herrick, please refer to Proposal No. 1, “Election of Directors – Director Nominees” in this Proxy Statement.

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OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of shares of our common stock by each director, each director nominee, each individual named in the 2013 Summary Compensation Table included in this Proxy Statement on page 55, and all of our directors, director nominees and current executive officers as a group, all as of April 1, 2014. The table is based on information supplied to us by our officers and directors.

The number of shares beneficially owned includes any shares that may be acquired (i) upon the exercise of stock options that either are or will become exercisable on or before May 31, 2014 (60 days from April 1, 2014) and (ii) upon the vesting of RSUs and dividend equivalents that will vest as of that date. These shares are deemed to be outstanding and beneficially owned by the person holding those options and RSUs for the purpose of computing the person’s percentage ownership, but they are not treated as outstanding for purposes of computing the percentage ownership of any other person. Applicable percentages are based on 140,425,917 shares of common stock outstanding as of April 1, 2014.

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Principal Stockholders

Set forth in the table below is information about the number of shares held by persons we know to be the beneficial owners of more than 5% of our common stock. Except as noted below, applicable percentages are based on 140,425,917 shares of common stock outstanding as of April 1, 2014.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors, executive officers, and persons holding more than 10% of our common stock, are required under Section 16(a) of the Exchange Act, to file initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and other equity securities with the SEC, and to provide us with a copy of any such filings. Based on a review of the copies of such reports provided to us, and written representations that no other reports were required, we believe that our directors, officers, and other persons holding more than 10% of our common stock complied with all Section 16(a) filing requirements during 2013.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation program (“Executive Program”) and explains the analysis and approach that the Compensation Committee of our Board of Directors (defined as the “Committee” in this section) applied in making compensation decisions for our Named Executive Officers (“NEOs”) for 2013, who were:

Executive Summary

As a global services company that helps clients identify and act upon opportunities to improve their business performance by capitalizing on changes, disruptions, or opportunities that exist in their business or industry, we are committed to building long-term value for our stockholders. Our Executive Program is designed to deliver this commitment by establishing a meaningful reward system within a cost structure that aligns executive compensation with our stockholders’ interests. This executive summary provides an overview of our performance for the 2013 fiscal year, changes we made to our Executive Program during 2013 and the 2013 compensation for our CEO and the rest of our NEOs.

2013 Performance

We provide a combination of strategy, marketing, and technology services that we uniquely connect to enable our clients to gain a competitive advantage and succeed in a rapidly changing and increasingly global business environment. We achieve this success for our clients by delivering a distinct combination of integrated marketing and business services that leverage a deep understanding of technology and a rich history of understanding the role technology plays in creating competitive advantage for companies in the modern age of business. We do this through three main business units: SapientNitro, Sapient Global Markets, and Sapient Government Services.

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To enhance our capabilities and further our strategic objectives, in 2013, we worked toward several acquisitions, including:

Further, our 2013 financial results demonstrated strong growth in revenue, net income and operating margin. Specifically, for the year ended December 31, 2013:

Stockholder Engagement and Resulting Changes

In 2013, approximately 77% of the votes cast voted in favor of the non-binding advisory vote on our Executive Program, demonstrating stockholder support of the Company’s approach to executive compensation. The Compensation Committee is committed to understanding the perspectives of our shareholders as it designs and implements our executive compensation program in the best interests of the Company. Therefore, since the

¹ “Non-GAAP income from operations” is not a financial measure reported under GAAP. See pages 33 and 34 of our Annual Report on Form 10-K for the year ended December 31, 2013 for a reconciliation of non-GAAP income from operations to income from operations, the nearest financial measure reported under GAAP.

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2013 vote results were lower than in previous years in which votes in favor exceeded 90%, we engaged in further analysis of the Executive Program, including reviewing input from several of our largest institutional stockholders, and considered analysis from Mercer, regarding potential modifications to our Executive Program. Informed by this analysis, in consultation with management and Mercer, the Committee reaffirmed the fundamental principle of our compensation philosophy to clearly link executive compensation to Sapient’s financial performance, and implemented certain enhancements to the program, with the consent of the CEO, as follows: (1) modified the CEO’s 2013 long-term incentive compensation to reduce the number of time-based RSUs and to instead award “ at risk” performance-based RSUs; (2) adopted a stock ownership guideline for the CEO; and (3) committed to structure all of our NEOs’ 2014 long-term incentive compensation to include meaningful “at risk” performance-based RSU awards.

2013 Compensation Highlights

Our Executive Program, which we use to motivate and reward our NEOs and other members of our senior leadership team, consists of both fixed (i.e., base salary) and “at risk”/variable components (i.e., annual cash incentives and long-term incentives). Consistent with our compensation philosophy to tie total compensation closely to — and make it heavily dependent upon — achievement of Company goals and individual performance, we emphasize variable compensation over fixed compensation.

Set forth below are charts for the CEO, and separately for the other NEOs as a group, illustrating the percentage of total compensation attributable to the various components of fixed and “at risk”/variable compensation for the 2013 fiscal year.

Executive Program Design and Implementation Practices

We continue to maintain effective and current practices in designing and implementing our Executive Program. These practices include the following:

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Say-on-Pay Results and Stockholder Outreach

Say-on-Pay Results

In 2013, the Company’s stockholders had an opportunity to cast an advisory vote on our Executive Program (the “say-on-pay proposal”). Approximately 77% of the votes cast voted in favor of the non-binding proposal, demonstrating stockholder support of the Company’s approach to executive compensation. We value the opinions of our stockholders and consider the outcome of the say-on-pay votes, as well as shareholder feedback received throughout the year, when making compensation decisions for our NEOs. The Committee, therefore, acknowledged that the 2013 vote results were lower than in previous years, in which votes in favor exceeded 90%. Accordingly, following the 2013 say-on-pay vote, the Committee engaged in further analysis of the Company’s Executive Program. During June and July 2013, the Committee engaged in a series of discussions about our compensation philosophy and possible design alternatives to our Executive Program to help ensure the Executive Program is designed in the best interests of the Company. At the direction of the Committee, management, including our Director of Investor Relations, met with several of our largest institutional stockholders to better understand stockholder perspectives relevant to our Executive Program. Informed by this analysis, and in consultation with management and Mercer, the Committee reaffirmed the fundamental principle of our compensation philosophy to clearly link executive compensation to Sapient’s financial performance, and implemented the following modifications, with the consent of our CEO, to our Executive Program:

At the 2014 Annual Meeting, we again will hold an annual advisory vote to approve executive compensation. The Committee will continue to consider the results from this year’s and future advisory votes on executive compensation, as well as feedback from stockholders.

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Stockholder and Proxy Advisory Service Outreach

Our stockholder outreach efforts during June and July 2013 helped to inform the Committee’s actions with respect to the changes made to our Executive Program in 2013, as outlined above. During the end of 2013 and the beginning of 2014, we again engaged with several of our largest institutional stockholders, representing approximately 45% of our outstanding shares, as well as Institutional Shareholder Services (“ISS”), a proxy advisory service, to provide them with a high-level overview of the changes made to our Executive Program in 2013, and to seek their views on executive compensation and other important corporate governance matters. Both ISS and the stockholders with whom we spoke reacted positively to the changes we made to our Executive Program in 2013, in particular, the reduction of time-based RSUs and the increase of “at risk” performance-based RSUs to our CEO. They also reacted positively to other components of our Executive Program, including the new stock ownership guideline for our CEO. We highly value the views of our stockholders and ISS, and we, therefore, will engage with such constituencies in the future on matters of significance regarding our Executive Program.

Compensation Objectives and Strategy

The primary purpose of our Executive Program is to establish a meaningful reward system within a cost structure that aligns executive compensation with our stockholders’ interests. The objectives and strategy of our Executive Program are to:

² For purposes of this CD&A, the terms “business unit” and “operating segment” are used interchangeably.

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How We Make Compensation Decisions

Role of Management and Outside Advisor in Compensation Determinations

The Committee’s executive compensation decisions are informed by consultation with the CEO, who provides detailed input regarding our executives’ job performance (other than his own performance), including their accomplishments, leadership, strengths and areas for personal development, and their promotion of and contributions to the achievement of our business strategy and Strategic Context (defined as our Company purpose, core company values, vision, goals, and client value proposition). Additionally, Mr. Herrick provides specific compensation recommendations for the executives based on the factors described in “Compensation Decision-Making Process,” below.

The CEO typically attends Committee meetings at which the Committee reviews the financial and operational performance of the Company and the performance of individual executives (other than himself), and discusses the compensation for those executives. Additionally, other members of management and our Board of Directors may, by Committee invitation, participate in the executive compensation review process. Nonetheless, the Committee retains ultimate authority over compensation decisions for our executives, and only Committee members (and no members of management) approve executive compensation.

The Committee has retained Mercer to be the Committee’s advisor for the Executive Program. In 2013, Mercer assisted the Committee by assessing the competitiveness of our Executive Program across base salary, actual total cash compensation, target total cash compensation, long-term incentives and actual total direct compensation.

Compensation Decision-Making Process

We operate in a highly dynamic environment in which there is strong demand and competition for experienced and highly-competent top talent. To determine our executive officers’ compensation packages and ensure that compensation decisions are consistent with and promote our compensation objectives and strategy, the Committee considers multiple sources of information, including the compensation practices of other companies within our Executive Peer Group (defined and described below), individual performance and objectives, the dynamic and competitive marketplace in which we operate, individual compensation history and comparative pay levels for peers within Sapient and in similar job functions in the marketplace.

Target Market Development

The Committee uses competitive assessments to understand executive pay programs, pay levels and pay mix among similarly situated companies and to assess the overall market competitiveness of our Executive Program.

In assessing competitive market practices, and consistent with our emphasis on the “at risk” portion of executive pay and on rewarding our executives for Company and individual performance, the Committee aims to establish executive base salaries equal to below the market median of the Executive Peer Group (“Executive Peer Group”) described below (the “Median”), and total executive compensation (inclusive of equity-based incentive compensation) set so as to be competitive for skilled and highly-competent top talent in the dynamic and evolving marketplace in which we operate. Pay levels for specific individuals and/or job functions may vary from targets based on market demand for particular talent, strategic importance of the role, or performance of the individual, among other factors.

To assess the market competitiveness of our Executive Program, the Committee reviews its Executive Peer Group each year. In light of Sapient’s unique market position and differentiated service offerings, an Executive Peer Group consisting of comparable-sized companies that provide the breadth and complement of marketing

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and technology services that Sapient provides its clients is not readily apparent. Although certain large marketing holding companies and large professional services companies may be considered industry peer companies because they provide services similar to Sapient’s, their size, as reflected by their net revenue and market capitalization, make them inappropriate peer companies for purposes of the Committee’s Executive Peer Group. Nonetheless, for 2013, the Committee used best effort to assemble an Executive Peer Group consisting of companies that are similar to Sapient in terms of structure, organization, selling capacity, revenue and/or market capitalization:

(1) Represents the annual net revenue as of the most recent fiscal year end available at the time of assessment. For Sapient, amount shown is for the fiscal year ended December 31, 2011.

(2) Represents the number of common shares outstanding times the closing stock price at the time of assessment. For Sapient, amount shown is as of August 31, 2012.

Source: Standard & Poor’s Research Insight Database

To give the Committee a broader industry perspective on executive compensation, Mercer, in addition to compiling Executive Peer Group information, provided the Committee published survey data consisting of professional service companies and/or high-technology and marketing firms similar in size to Sapient. The Committee principally used the 2013 Mercer Executive Remuneration Database for executive compensation survey data.

Individual Performance Objectives

In addition to using competitive assessments and peer benchmarking, the Committee weighs individual performance against established and agreed upon objectives in determining base salaries, annual cash incentive targets and payouts, and long-term incentives for our executives. The Committee’s key considerations regarding executive performance include the following:

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Beginning in 2013, the Committee began making these determinations in the third quarter of the year, effective on August 1, to remain in step with the compensation practices of the rest of the Company. Management established August 1 as the effective date for annual compensation adjustments so that the adjustments could more accurately reflect the Company’s performance and the macroeconomic environment of the current year. Executive objectives include a mix of quantifiable and objective goals (e.g., business unit profitability and revenue improvement, in the case of business unit leads) and qualitative and subjective goals. Additionally, all executives are accountable for developing talent and making organizational changes to improve performance, driving improvement in processes and efficiencies, reducing operating costs, and achieving other objectives specific to their domains.

In determining our executives’ annual compensation packages, and awarding annual and long-term incentives, the Committee does not weight a specific performance criteria more heavily than another, but rather assesses the totality of the individual’s performance against all criteria in setting that individual’s compensation.

Individual Compensation History

The Committee reviews each executive’s compensation history, including equity awards and salary progression, in making its current year compensation decisions. In considering compensation changes for our executives, the Committee reviews the Company’s financial performance in the prior year, each executive’s base salary for the prior two years, the number and “in the money” value of equity awards in the prior five years (or fewer years for those executives who have worked at the Company less than five years), and actual and target annual cash incentives in the prior year. Through this information, the Committee observes trends in our compensation approaches for each executive and, based on these observations and the other considerations described in this CD&A, may approve compensation adjustments for the executives.

Internal Pay Equity

While the Committee relies on survey data and comparative analysis through peer group benchmarking to compare compensation levels and assess the market competitiveness of our Executive Program, we believe that internal pay equity among our executives is equally critical to ensuring our executives are compensated fairly, relative to each other, for their contributions to the Company. Accordingly, the Committee’s decisions concerning each executive’s compensation include a careful review of the executive’s pay components and levels relative to other executives in similar roles, seniority and/or levels of responsibility. The Committee performed an internal pay equity assessment for 2013 and determined that the compensation packages for our NEOs were equitable. Adjustments to our executives’ compensation, however, were made in light of company performance, external market data and executive achievement against individual performance objectives.

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What We Pay and Why: Elements of Compensation

Overview of Pay Elements

Our Executive Program, which we use to motivate and reward our NEOs and other members of our senior leadership team, principally comprises the following pay elements:

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Pay Mix

The Committee believes strongly in the importance of assessing each pay element in relation to the other pay elements in the Executive Program. To determine optimal pay mix, the Committee reviews executive salary progression, historic equity grants, target and actual cash incentive payment levels by year, competency levels, job responsibilities and contributions to the organization, and general market information. Consistent with our compensation philosophy to tie total compensation closely to — and make it heavily dependent upon — achievement of Company goals and individual performance, we emphasize variable compensation (i.e., annual cash incentives and equity-based awards) over fixed compensation (i.e., base salary).

The 2013 compensation for our NEOs resulted in the following pay mixes:

Base Salary

Base salaries provide a fixed level of cash compensation for the individual’s performance of day-to-day responsibilities. Our executives’ base pay levels are reviewed and changes are determined annually based upon numerous factors, including individual performance, job responsibilities and experience, promotions or changes in role, impact on the development and achievement of our strategic initiatives, the state of the labor market, benchmarking data and our ability to attract and retain critical executives. The Committee aims to establish base salaries equal to or below the market median of the Executive Peer Group as described above.

In considering these factors, the Committee approved base pay increases in 2013, effective as of August 1, 2013, as follows:

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The following chart summarizes the annualized base salary changes from 2012 to 2013 for the NEOs, as approved by the Committee in July 2013.

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Annual Cash Incentives

We pay annual cash incentives to drive achievement of key business results and to recognize individuals based on their contributions to those results. Our annual cash incentive program links executive pay directly to our financial performance.

Overview of Annual Cash Incentive Program

The Committee considers and approves target annual cash incentive payments for our NEOs based on external market data, internal pay relationships, individual, business unit and company performance, and Sapient’s compensation philosophy.

For the CEO. The Committee believes that the CEO annual cash incentive should directly correlate with the Company’s financial performance. Accordingly, the Committee, during the first quarter of the year, establishes a non-discretionary, objective, performance-based cash incentive target, typically equal to 135% of CEO base pay (the “CEO Annual Cash Incentive Target”), although the target percentage is not formulaic and may be adjusted in future years to align with our pay philosophy and competitive practices. The amount of the CEO annual cash incentive paid out to our CEO is based upon Sapient’s performance against a fiscal year non-GAAP operating profit³ target (the “Profit Target”), which is derived from company-wide business and financial objectives reviewed and approved by our Board. For 2013, the Profit Target was $193.2 million. The CEO annual cash incentive payment typically is capped at $2 million, and is $0 if the Company’s actual profit achievement as a percentage of the Profit Target (the “Profit Achievement Percentage”) is less than 20%. The Profit Achievement Percentage is determined based on non-GAAP operating profit, which was $167.7M for 2013, adjusted to eliminate the effect of businesses acquired or sold by the Company during the year, measured against the Profit Target. The following formula is used to calculate the annual cash incentive payout for Mr. Herrick:

2013 CEO Annual Cash Incentive Target     X     Profit Achievement Percentage

For the Other NEOs. With respect to our NEOs other than Mr. Herrick (the “Other NEOs”), our annual cash incentive program rewards the executives for their achievement of short-term financial and operational goals, as well as their promotion, and contributions toward the achievement, of our Strategic Context. Additionally, the annual cash incentive program rewards achievement of individual performance goals. Consequently, unlike the non-discretionary, objective, performance-based metrics for Mr. Herrick’s annual cash incentive, many of the metrics used to assess the Other NEOs’ performance are qualitative as well as quantitative, which allows the Committee to exercise discretion in determining payments.

The Other NEOs’ annual cash incentives are administered pursuant to our Global Performance Bonus Plan (the “Global Plan”). As noted above, Sapient management sets company-wide business and financial objectives that our Board reviews and approves in the first quarter of each year. These objectives translate into financial targets, and associated bonus pool funding targets under the Global Plan, for the payment of the Other NEO and other Sapient employee bonuses. For 2013, our bonus pool funding was based upon Sapient’s actual achievement of non-GAAP operating profit, which was $167.7M in 2013, adjusted to exclude the impact of bonus payments, against the Profit Target.

Bonus pool funding for our internal operations Global Shared Services (“GSS”) team – of which Messrs. LaSala and Tibbetts are a part – is based on overall company performance. Bonus pool funding for each of our operating segments teams is based on overall company performance as well as each segment’s performance against its own operating profit target and financial performance relative to other segments’ financial

³ We define “non-GAAP operating profit” as income from our operations, as reported in our publicly filed financial statements on Form 10-K, adjusted to add back all expenses (benefits) for, or relating to, matters arising directly from the ongoing review of stock-based compensation granting practices and any related restatement expenses, stock-based compensation expense due to the application of FASB ASC Topic 718, restructuring and other related charges, amortization of purchased intangible assets and any other items identified as “non-GAAP” in our earnings release financial statements or other public disclosures.

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performance (each such performance factor referred to herein as an “Operating Performance Factor”). The Other NEOs may receive an annual cash incentive payment considerably less than their annual cash incentive targets.

The Committee sets annual cash incentive targets for the Other NEOs effective as of August 1^st of each year. Accordingly, the following formula is used to calculate annual cash incentive payouts for the Other NEOs, with final payout subject to Compensation Committee discretion in connection with qualitative performance factors:

(58.33%     X     2012 Annual Cash Incentive Target     X     Operating Performance Factor)

PLUS

(41.67%     X     2013 Annual Cash Incentive Target     X     Operating Performance Factor)

Summary of Payments

The following table shows the actual annual cash incentive payments awarded to our NEOs for 2013:

The Committee also has authority to award discretionary bonuses (in addition to our annual cash incentive payments) to our NEOs based on criteria and conditions the Committee determines. The Committee did not award any discretionary bonuses for 2013.

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Other Considerations

In setting the amount of each Other NEO’s actual cash incentive award, the Committee considered a number of quantitative and qualitative factors, including, but not limited to:

In addition, the Committee considered the following individual accomplishments for the Other NEOs:

Mr. Tibbetts. The Committee considered his performance against various individual goals and objectives for 2013. Based on Mr. Tibbetts’ strong performance across these areas and in recognition of Mr. Tibbetts’ refocused efforts on our financial infrastructure, the Committee elected to award him an annual cash incentive payment based on the Operating Performance Factor of 79.7% for GSS, of which Mr. Tibbetts is a part.

Mr. Wexler. The Committee determined Mr. Wexler’s 2013 annual cash incentive payment based principally on his 2013 performance against profit achievement goals within North America and in Europe. Specifically, our SapientNitro North America operating segment achieved 87.4% against a profit target of $210.4 million, our SapientNitro Europe operating segment achieved 88.0% against a profit target of $93.0 million, and our Government Services operating segment, which is led by Senior Vice President Teresa Bozzelli, achieved 110.3% against a profit target of $14.9 million, each measured in constant currency. Additionally, the Committee weighed Mr. Wexler’s leadership and achievements against individual objectives in determining his 2013 annual cash incentive payment, as well as his increased responsibilities this year for SapientNitro Europe and the scope of his overall global role within the Company.

Mr. Register. The Committee determined Mr. Register’s 2013 annual cash incentive payment based principally on his 2013 performance against profit achievement goals within Sapient Global Markets. Specifically, our Global Markets operating segment achieved 94.8% against a profit target of $111.7 million, measured in constant currency. Additionally, the Committee weighed Mr. Register’s leadership and achievements against individual objectives in determining his 2013 annual cash incentive payment, the scope and success of his role within the past year, his efforts to revitalize the Global Markets business, despite a difficult business environment in previous years, and his overall strategy and vision for Global Markets.

Mr. LaSala. The Committee considered his performance against various individual goals and objectives for 2013, his leadership efforts in navigating the Company through legal, compliance and risk-related issues, and the overall importance of his role as general counsel, given our size and global presence. Based on Mr. LaSala’s strong performance across these areas, the Committee elected to award him an annual cash incentive payment based on the Operating Performance Factor of 79.7% for GSS, of which Mr. LaSala is a part.

Dr. Oversohl. To determine Dr. Oversohl’s 2013 annual cash incentive payment, the Committee considered Dr. Oversohl’s performance against various individual goals and objectives for 2013, his leadership of our SapientNitro Asia Pacific operating segment, including his efforts to build a strong leadership team and expand business opportunities for SapientNitro Asia Pacific.

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Long-Term Incentive Program

Overview of Long-Term Incentive Program

Long-term incentive opportunities are the largest element of total executive officer compensation. We use long-term incentives to balance the focus of our annual cash incentive program by tying awards to performance over multi-year periods. Additionally, these incentives are designed to motivate executive officers to make decisions supporting long-term company financial interests while also serving as the primary tool for recruitment and retention.

Long-term incentive awards are typically delivered through time-based and performance-based RSUs. Once vested, each RSU represents the right to receive one share of our common stock. Because RSUs may increase in value based on the market price of our stock, we believe that RSUs motivate and reward our leaders’ high performance, and simultaneously enable us to administer our equity-based incentive programs in an efficient, simple and cost effective manner.

We believe RSUs align with our general philosophy of linking compensation to actual performance and de-emphasizing fixed compensation by positioning executive base salaries at or below the Median. More specifically, performance-based RSUs reward and incentivize significant increases in shareholder value, while promoting retention through a three-year vesting schedule requiring continuous employment. Our time-based RSUs, which vest in equal installments over a four-year period and also require continuous employment, promote executive retention, and long-term commitment to Sapient, while encouraging long-term Company growth. Further, grants of RSUs encourage executive ownership of the Company’s shares, and align our executives’ incentives with the interests of our stockholders.

We typically grant equity awards to our CEO and other executives once per year in the first quarter, on a pre-determined grant date that occurs shortly after the Committee reviews and approves the annual equity awards.

The Committee has developed RSU grant ranges for our senior leadership team, and, within those ranges, allocates awards to our executives based on company, business unit and individual performance during the prior year, total cash compensation, amount of equity appropriate to achieve our pay mix and pay goals relative to our target market, and historical equity grants. The Committee believes this framework ensures not only that each executive receives an appropriate award, but also that the awards are equitably determined for all members of our senior leadership team.

2013 Long-Term Incentive Awards

The Committee granted the following awards to our CEO and the Other NEOs during the fiscal year ended December 31, 2013.

For the CEO. The following table sets forth the number of RSUs awarded to Mr. Herrick in 2013, which are described in further detail below. In addition, as described below under “RSUs Earned in Fiscal Year 2013,” Mr. Herrick also earned performance-based RSUs during the fiscal year ended December 31, 2013, which the Committee previously granted to him in 2011 and 2010.

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Original 2013 CEO Award

In February 2013, consistent with our 2012 long-term incentive award structure, the Committee established an annual long-term equity incentive opportunity for Mr. Herrick in the form of 365,000 time-based RSUs (the “Original 2013 CEO Award”) based on their estimated value on the date of grant. The Committee considered many factors when determining the terms of the Original 2013 CEO Award, including the macro-economic environment, the evolving and dynamic nature of Sapient’s business, and the interest in establishing a retentive long-term award given Mr. Herrick’s accomplishments as CEO. The Original 2013 CEO Award represented approximately 73% of the total target compensation for Mr. Herrick. However, as discussed below under “Modified 2013 CEO Award and Ancillary 2013 CEO Award,” the Committee modified the Original 2013 CEO Award in July 2013.

Modified 2013 CEO Award and Ancillary 2013 CEO Award

As discussed above under “Say-on-Pay Results and Stockholder Outreach,” following the say-on-pay voting results at the 2013 Annual Meeting, the Committee undertook a comprehensive review of the Company’s Executive Program, which included detailed consideration and analysis of the current Executive Program, as well as discussions with several of our largest institutional stockholders and Mercer. Following the review, in July 2013, the Committee modified the Original 2013 CEO Award to reduce the number of time-based RSUs awarded and to instead award “at risk” performance-based RSUs (in the aggregate, as modified, the “Modified 2013 CEO Award”). Specifically, the Modified 2013 CEO Award consists of (i) 202,500 RSUs, subject to time-based vesting conditions (the “Modified Time-Based RSUs”) and (ii) 162,500 RSUs, subject to performance-based vesting conditions (the “Modified Performance-Based RSUs”). The Modified Time-Based RSUs will vest 25% on each anniversary of the grant date over a four-year period. Both the Modified Performance-Based RSUs and the Modified Time-Based RSUs retain the original grant date of April 1, 2013.

To complete the modification of the Original 2013 CEO Award, the Committee awarded an additional 40,626 RSUs, subject entirely to performance-based vesting conditions (the “Ancillary 2013 CEO Award”) to Mr. Herrick to reflect the approach the Committee takes when determining economic value of “at risk” RSUs in light of the intended economic value of the Original 2013 CEO Award and the Modified 2013 CEO Award as of the date of the modification. Additionally, with the grant of the Ancillary 2013 CEO Award, the majority of the CEO 2013 RSU Award was “at risk” using performance-based RSUs. The Ancillary 2013 CEO Award has a grant date of August 1, 2013.

The Modified Performance-Based RSUs and Ancillary 2013 CEO Award have a vesting commencement date of April 1, 2013, and may be earned as follows:

The Company’s level of performance against the relevant performance target determines the amount of the award eligible to be earned by Mr. Herrick following the applicable performance period. Performance below the performance target levels results in forfeiture of some or all of the Modified Performance-Based RSUs and the RSUs underlying the Ancillary 2013 CEO Award. Once earned, the Modified Performance-Based RSUs and the RSUs underlying the Ancillary 2013 CEO Award will vest in full on the third anniversary of the vesting

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commencement date (i.e., April 1, 2016), subject to Mr. Herrick’s continuous employment through such date. The specific performance measures for the Modified Performance-Based RSUs and the RSUs underlying the Ancillary 2013 CEO Award are described below under “Performance Measures.”

Performance Measures

As previously noted, Sapient management sets company-wide business objectives, financial objectives, and financial targets that our Board reviews and approves in the first quarter of each year. The Committee then reviews the company-wide financial targets in connection with setting the performance measures⁴ and performance targets⁵ for our performance-based RSUs, including the awards discussed above. The Committee establishes the performance measures and performance targets at the beginning of the applicable performance period, at a time when the performance results are substantially uncertain. The Committee does not make changes to the performance measures or performance targets as a result of subsequent revisions to the Company’s business projections.

The Committee selected Revenue Growth and Non-GAAP Income from Operations (both defined below) as the performance measures for the Modified Performance-Based RSUs and the Ancillary 2013 CEO Award on the basis that they are the principal indicators of the Company’s overall performance. Both the Committee and management believe achievement of performance targets for each of these performance measures will help create long-term value for the Company’s stockholders. Recognizing the need for sustained growth while balancing the dynamic nature of our evolving business model, the Committee carefully considered the three-year performance periods for the revenue growth target and the one-year performance period for the non-GAAP income from operations target. The Committee believes combining the three-year performance period for revenue growth and one-year performance periods for profit, and an extended vesting date of April 1, 2016, results in a performance measurement model that incents and rewards value-creation for stockholders in a reliable, long-term manner.

For the Other NEOs. In February 2013, consistent with our 2012 long-term incentive award structure, the Committee established annual long-term equity incentive opportunities for the Other NEOs in the form of time-based RSUs based on their estimated value on the date of grant. Such long-term incentive awards represented approximately 49%, on average, of the total target compensation for the Other NEOs. The time-based RSUs granted to the Other NEOs vest 25% on each anniversary of the grant date over a four-year period and have a grant date of April 1, 2013. In addition, as described below under “RSUs Earned in Fiscal Year 2013,” Messrs. Tibbetts, Wexler, Register and Dr. Oversohl also earned performance-based RSUs during the fiscal year ended December 31, 2013, which the Committee previously granted to such NEOs in 2011.

⁴ When the term “performance measure” is used in this Proxy Statement, we are referring to the category of performance to be measured (e.g., revenue growth or non-GAAP income from operations).

⁵ When the term “performance target” is used in this Proxy Statement, we are referring to the specific percentage levels to be achieved under the award, which are established by the Committee at “threshold”, “target” and “maximum” percentages for each performance measure.

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The following table sets forth the number of RSUs awarded to the Other NEOs in 2013:

For our 2014 Executive Program, the Committee has elected to further align the Other NEO’s compensation to Sapient’s financial performance by awarding “at risk” performance-based RSUs to all of our NEOs. See additional information regarding the Committee’s decisions for our 2014 Executive Program under “Plan Structure for 2014 Long-Term Incentive Awards” below.

RSUs Earned in Fiscal Year 2013

Messrs. Herrick, Tibbetts, Wexler, Register and Dr. Oversohl earned the following performance-based RSUs during the fiscal year ended December 31, 2013, which the Committee previously granted to such NEOs in 2013, 2011 and 2010.

Modified 2013 CEO Award and Ancillary 2013 CEO Award

The Modified Performance-Based RSUs and Ancillary 2013 CEO Award were granted to Mr. Herrick in 2013, as described above. The following table sets forth the performance targets and related percentages of the Modified Performance-Based RSUs and Ancillary 2013 CEO Award eligible to be earned by Mr. Herrick based on NGIO during the performance period measured from January 1, 2013 to December 31, 2013. The table also includes the Company’s actual achievement of such performance measure and the related RSUs actually earned by Mr. Herrick during fiscal year 2013.

(1) These RSUs will vest in full on April 1, 2016, provided the CEO remains continuously employed by the Company through such date.

CEO 2010 Strategic RSUs

Background of Award. As previously disclosed in our proxy statements for fiscal years 2010, 2011 and 2012 (the “Prior Years’ Proxy Statements”), on March 26, 2010, the Committee approved an equity award to Mr. Herrick, which included 50,000 RSUs subject to vesting based on the Board’s determination of Mr. Herrick’s achievement of certain strategic objectives during 2011 and 2012 (the “Strategic RSUs”).

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Performance Measures. On March 22, 2012, the Board established the following strategic objectives upon which Mr. Herrick’s performance would be measured for purposes of vesting of the Strategic RSUs:

Achievement of Award in Fiscal Year 2013. On February 5, 2013, the Board considered Mr. Herrick’s performance against the strategic objectives and awarded 100% of the Strategic RSUs to Mr. Herrick based on his achievements and overall performance against the strategic objectives.

2011 Performance-Based RSUs

Background of Award. As previously disclosed in our proxy statements for fiscal years 2011 and 2012, on March 4, 2011, the Committee approved equity awards to Messrs. Herrick, Tibbetts, Wexler, Register and Dr. Oversohl, including the grant of the performance-based RSUs (the “2011 Performance-Based RSUs”). Mr. LaSala was not an NEO in 2011 and, therefore, did not receive the 2011 Performance-Based RSUs. The 2011 Performance-Based RSUs were eligible to be earned in annual one-third increments based on the Company’s achievement of specified revenue growth and operating margin performance targets in each of fiscal years 2011, 2012 and 2013 (each, an “RSU Performance Year”), provided the recipient remains continuously employed by the Company through April 1, 2014.

Performance Measures. On March 22, 2013, pursuant to and in accordance with the award agreements for the 2011 Performance-Based RSUs, the Committee established the revenue growth and operating margin performance targets for the 2013 RSU Performance Year and the associated vesting eligibility for achievement against such targets. For the 2013 RSU Performance Year, the maximum performance targets were 16.9% revenue growth and 14.7% non-GAAP operating margin (NGOM). NGOM is defined as non-GAAP operating profit (defined in footnote 3 under “Annual Cash Incentive” on page 42) expressed as a percentage of service revenues, as reported in our publicly filed financial statements on Form 10-K filed with the SEC on March 18, 2014.

Achievement of Award in Fiscal Year 2013. The following table sets forth the threshold, target and maximum levels of each performance measure for the 2013 RSU Performance Year, as well as the Company’s actual achievement of each performance measure:

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The following table sets forth the maximum number of 2011 Performance-Based RSUs eligible to be earned by Messrs. Herrick, Tibbetts, Wexler, Register and Dr. Oversohl for the 2013 RSU Performance Year, as well as the number of RSUs actually earned based on the Company’s 2013 Revenue Growth of 12.9% and 2013 Non-GAAP Operating Margin (NGOM) of 13.3%:

Plan Structure for 2014 Long-Term Incentive Awards

As discussed above under “Say-on-Pay Results and Stockholder Outreach,” following the say-on-pay voting results at the 2013 Annual Meeting, the Committee undertook a comprehensive review of the Company’s Executive Program, which included detailed consideration and analysis of the current Executive Program, as well as discussions with several of our largest institutional stockholders and Mercer in both 2013 and early 2014. Following those discussions, in March 2014, the Committee determined that the 2014 long-term incentive awards for all of our NEOs should have a greater correlation to Sapient’s financial performance and, accordingly, granted to the NEOs “at risk” long-term incentive awards. For 2014, the Committee agreed that the structure of the long-term incentive awards granted to the Other NEO’s should mirror Mr. Herrick’s Modified 2013 CEO Award structure, creating alignment for all NEOs.

Benefits and Perquisites

Our executives are eligible to participate in all Company-sponsored benefit programs on the same basis as other full-time employees, including health and welfare benefits (e.g., medical/dental plans, disability plans and life insurance) and our 401(k) Plan (or its equivalent for senior leadership team members located outside of the United States).

We do not offer any “tax gross-ups” for our executives, except in connection with Dr. Oversohl’s temporary relocation to Singapore. To the extent any of Dr. Oversohl’s non-deductible moving expenses increase his taxable income during his temporary relocation, we will pay an additional amount into Dr. Oversohl’s withholding to offset the increase. Additionally, while our executives from time to time receive certain immaterial personal benefits from Sapient, in 2013 the value of these perquisites did not exceed $10,000 for any executive. Consistent with our company-wide philosophy of promoting internal equity among all of our employees and not affording certain compensatory benefits only to an exclusive group of employees, and except as noted below regarding Dr. Oversohl, we do not offer any supplemental executive health and welfare or retirement programs, or provide any other supplemental benefits or perquisites, to our executives.

As part of his overall compensation, Dr. Oversohl receives certain benefits in connection with his temporary relocation, and the Company makes a premium contribution for his benefit in the amount of 20,000 Euros per year into a retirement support fund that is a legally independent fund and thus not subject to the control of Germany’s Insurance Supervisory Authority (BaFin) (the “Support Fund”). At the time this benefit for Dr. Oversohl was provided, we engaged two international benefits consulting firms: Sentinel Benefits Group, Inc. and Towers Perrin (together, the “International Consultants”). The International Consultants advised that German employers commonly make payments into retirement support funds for the benefit of their

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employees, particularly executives/managing directors. In light of these benefits norms in Germany, Dr. Oversohl’s senior executive position with Sapient, and our desire to provide Dr. Oversohl industry-standard benefits intended to promote his retention and continued commitment to Sapient, the Committee deemed it appropriate to make payments into the Support Fund.

Additional Information

Employment and Change in Control Severance Agreements

We maintain employment agreements with our NEOs that contain severance arrangements and other terms of employment. Further, all of our executives have agreed to covenants that protect Sapient against the executives joining a competitor and/or soliciting Sapient clients and employees. Additionally, each of our NEOs and certain other senior executives entered into change in control severance agreements that provide for certain financial benefits following a change in control of the Company. We believe that these agreements are important for recruitment and retention of key executives. In the event of a change in control, uncertainty may arise among our NEOs as to their continued employment after or in connection with such event, which may result in the departure or distraction of our NEOs. The purpose of the change in control severance agreements is to retain our NEOs and reinforce and encourage their continued attention and dedication during such a potentially critical time, even if they fear that their position will be terminated after or connection with the change in control.

The employment agreements and change in control severance agreements for our NEOs are summarized beginning on page 60 of this Proxy Statement. Additionally, estimates of the termination or change in control amounts that would have been payable to the NEOs, if the change in control benefit or other severance provisions under their employment agreements and/or change in control severance agreements had triggered at year-end 2013, are summarized beginning on page 65 of this Proxy Statement.

Impact of Tax and Accounting on Compensation Decisions

In establishing total compensation for the NEOs, the Committee considers the effect of Section 162(m) of the Internal Revenue Code, which limits the deductibility of compensation paid to each covered employee. Generally, Section 162(m) prevents a company from receiving a federal income tax deduction for compensation paid to the chief executive officer and the next three most highly compensated officers (other than the chief financial officer) in excess of $1 million for any year, unless that compensation is performance-based. One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the compensation be paid pursuant to a plan that has been approved by the Company’s stockholders. The 2011 Plan has been approved by stockholders and permits the grant of “performance-based” awards of both cash and equity that are intended to qualify for the tax benefits available under Section 162(m). To the extent practical, the Committee currently anticipates it will seek to preserve deductibility under Section 162(m). However, to maintain flexibility in compensation decisions, the Committee reserves the right to provide compensation that is not deductible if and to the extent it deems appropriate.

When determining amounts of equity grants to executives and employees under our long-term incentive program, the Committee examines the accounting cost associated with the grants. Under FASB ASC Topic 718, grants of stock options, restricted stock, RSUs and other share-based payments require the Company to record stock-based compensation expense. The expense is equal to the fair value of the instruments being issued. For RSUs, the fair value per share is equal to the quoted market price of our common stock on the grant date. For stock options (if granted with time-based vesting), the fair value per share is estimated on the grant date using a Black-Scholes option pricing model. Regarding both RSUs and stock options, this expense is recognized over the requisite service or vesting period.

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Executive Clawbacks

Under current SEC rules, Mr. Herrick’s and Mr. Tibbetts’ annual cash incentive payments and other performance-based compensation are subject to recoupment (“clawback”) under circumstances where Sapient materially fails to comply with a financial reporting requirement as a result of misconduct. The Committee has been and will continue to review periodically, particularly in light of evolving legislative and regulatory requirements, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, whether to adopt a broader clawback policy.

Stock Ownership Requirements

In 2013, the Committee adopted a stock ownership guideline for the CEO. Under the new stock ownership guideline, the CEO is required to own vested shares with a value equal to at least five times base salary. Mr. Herrick currently exceeds his stock ownership guideline.

Although we have not formally adopted stock ownership requirements for our executives other than the CEO, the Committee has reviewed each executive’s level of stock ownership and has determined that our executive stock ownership levels exceed typical stock ownership requirements for similar executives of other companies.

The Company’s Overall Compensation Approach and Risk Incentives

With respect to risk related to compensation matters, the Company’s management considers, in establishing and reviewing the Company’s executive and other employee compensation policies and practices (“Compensation Programs”), whether such programs encourage unnecessary or excessive risk taking. Management believes that the Compensation Programs do not encourage employees to take risks that are reasonably likely to have a material adverse effect on the Company and its business. In making such determination, management considered both the design of our Compensation Programs, and the oversight that management and the Compensation Committee exercise concerning these programs.

Design of Compensation Programs

The Company compensates its executives principally in the form of base salaries, annual cash incentive payments and long-term incentive awards.

The Compensation Programs are designed to maintain individual compensation levels, either in the aggregate or with respect to any single compensation component, within market norms. Specifically, we position base salary compensation for our executives at or below the Median of our Executive Peer Group except as otherwise warranted due to the strategic importance of a role or individual performance, among other factors. Base salaries are fixed annually.

The Company’s annual cash incentive program does not encourage individuals to undertake excessive risks in an effort to achieve higher bonus compensation. Specifically:

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Regarding the Company’s equity incentive programs, all equity awards are subject to either timed-based and/or performance-based vesting, and typically vest annually over a four-year period. Consequently, because the vesting of these awards is fixed and non-discretionary, the awards promote an employee’s long-term commitment to the Company and are not predicated on or influenced by an individual’s excessive risk taking. Rather, the value of the award is tied to the Company’s stock price or its long-term performance.

Compensation Programs Oversight

The Compensation Programs are subject to the oversight of the Compensation Committee as well as an internal compensation committee consisting of members of management, including, among others, the CEO, CFO, and General Counsel (the “Management Committee”).

The Management Committee meets bi-monthly (or more frequently) to approve specific compensation packages for certain senior level new hires as well as to review the appropriateness of and recommend changes to the Compensation Programs.

Given the program oversight activities performed by the Management Committee and the Compensation Committee, the frequent dialogue that occurs between management and the Compensation Committee concerning the design and appropriateness of all components of employee compensation, the guidance of external compensation advisors to inform program design and validate the reasonableness of the Compensation Programs, and the design of our Compensation Programs generally, management, with the agreement of the Compensation Committee, believes that the Compensation Programs do not encourage or result in risks that are reasonably likely to have a material adverse effect on the Company.

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The report by this Committee is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Sapient Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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EXECUTIVE COMPENSATION

2013 Summary Compensation Table

The following table and footnote disclosure summarize compensation paid or awarded to each of our NEOs for the years ended December 31, 2013, 2012 and 2011.

2011 Performance-Based RSUs. This column includes the grant date fair value, as calculated per above, of the 2011 Performance-Based RSUs. As further described in our CD&A under “2011 Performance-Based RSUs,” on March 4, 2011, the Committee approved equity awards, including the 2011 Performance-Based RSUs, to Messrs. Herrick, Tibbetts, Wexler, Register and Dr. Oversohl. Mr. LaSala was not an NEO in 2011 and, therefore, did not receive the 2011 Performance-Based RSUs. The award agreements for the 2011 Performance-Based RSUs provided for an award of a target number of RSUs eligible to be earned over the three-year period ended December 31, 2013 if a minimum performance target was met, with one-third of the amount allocated to each of the three consecutive single-year performance periods (each, an “RSU Performance Year”). If the minimum performance target was not met, no RSUs were earned. If at least the minimum performance target was attained, the award ranged from 60% to 100% of the number of shares eligible to be earned under the award.

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The Committee established the performance targets for each annual tranche during the first quarter of each respective RSU Performance Year. Accordingly, the dates on which the respective performance targets were set served as a separate grant date for purposes of measuring the grant date fair value for each respective tranche. As a result, only the fair value of the RSUs eligible to be earned during (a) the 2011 RSU Performance Year are reflected for 2011, (b) the 2012 RSU Performance Year are reflected for 2012, and (c) the 2013 RSU Performance Year are reflected for 2013 in the 2013 Summary Compensation Table.

The following table provides the potential value of the 2011 Performance-Based RSUs at the threshold, target and maximum levels for each RSU Performance Year.

As further described in our CD&A under “CEO 2010 Strategic RSUs,” on March 26, 2010, the Committee approved an equity award to Mr. Herrick, including the Strategic RSUs. On March 22, 2012, the Board established the strategic objectives upon which Mr. Herrick’s performance would be measured for purposes of vesting of the Strategic RSUs. On February 5, 2013, the Board awarded 100% of the Strategic RSUs to Mr. Herrick based on his performance against the strategic objectives. Although the Committee granted the Strategic RSUs to Mr. Herrick in 2010, we did not include the fair value of the Strategic RSUs in the 2013 Summary Compensation Tables for 2010, 2011 or 2012 because the aggregate compensation cost for the Strategic RSUs could not be calculated under FASB ASC Topic 718 until February 5, 2013. Each of the Proxy Statements relating to fiscal years 2010, 2011 and 2012 included disclosure concerning the Strategic RSUs in the CD&A and in the footnotes to the 2013 Summary Compensation Tables for such years.

As further described in our CD&A under “Original 2013 CEO Award” and “Modified 2013 CEO Award,” on February 20, 2013, the Committee approved an equity award to Mr. Herrick of 365,000 time-based RSUs. The grant date fair value of the Original 2013 CEO Award, as calculated per footnote (2) above, was $4,380,000. Although the Committee later modified the Original 2013 CEO Award to reduce the number of time-based RSUs and to award, instead, “at risk” performance-based RSUs, FASB ASC Topic 718 provides that both the incremental fair value ($0) of the Modified 2013 CEO Award, computed as of the modification date, as well as the grant date fair value ($4,380,000) of the Original 2013 CEO Award, be reported in the 2013 Summary Compensation Table.

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If the Modified 2013 CEO Award had been originally granted to Mr. Herrick as of April 1, 2013, the grant date fair value for such award would have been $3,907,532. As a result, the amount included in the Stock Awards column for Mr. Herrick in 2013 would have been $5,258,755 instead of $5,731,223, resulting in Total Compensation of $6,681,996 instead of $7,154,464 for Mr. Herrick in 2013. The threshold, target and maximum levels for these RSUs are disclosed in the table entitled “2013 Grants of Plan-Based Awards” on page 58 of this Proxy Statement.

As further described in our CD&A under “Ancillary 2013 CEO Award,” on July 24, 2013 and in connection with the modification to the Original 2013 CEO Award, the Committee approved an additional equity award to Mr. Herrick of 40,626 performance-based RSUs to balance the intended economic value of the Original 2013 CEO Award and the Modified 2013 CEO Award as of the date of the modification. Up to 20,313 RSUs will vest on April 1, 2016, subject to the Company achieving a revenue growth performance target for the three-year performance period ending December 31, 2015 (the “Revenue RSUs”); and up to 20,313 RSUs will vest on April 1, 2016, subject to the Company achieving a NGIO performance target in each of fiscal years 2013, 2014 and 2015 (the “NGIO RSUs”), with one-third of such RSU amount allocated to each of the three consecutive single-year performance periods. If the minimum performance targets are not met, no RSUs can be earned. If at least the minimum performance targets are attained, the award ranges from 40% to 100% of the number of shares eligible to be earned under the award.

On July 24, 2013, the Committee established the performance targets for (i) the Revenue RSUs and (ii) the NGIO RSUs eligible to be earned during the one-year performance period ending December 31, 2013 (the “2013 NGIO RSUs”), and the fair value of such RSUs are reflected for 2013 in the 2013 Summary Compensation Table. The Committee will establish the performance targets for the NGIO RSUs eligible to be earned during the one-year performance periods ending December 31, 2014, and December 31, 2015, respectively (collectively, the “Remaining NGIO RSUs”), in the first quarter of each such performance period. Accordingly, the dates on which the respective performance targets will be set will serve as a separate grant dates for purposes of measuring the grant date fair value for each respective tranche. As a result, the fair value of the Remaining NGIO RSUs cannot be measured and reported for 2013 in the 2013 Summary Compensation Table.

The following table provides the potential value of the Revenue RSUs and the 2013 NGIO RSUs at the threshold, target and maximum levels.

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2013 Grants of Plan-Based Awards