Innodata (INOD): Rahul Singhal compensation and incentives

Innodata (INOD): Rahul Singhal compensation and incentives

Known disclosures as of September 24, 2026; Singhal becomes President & CEO September 30.
Current package: $500,000 annual salary plus a performance-dependent bonus target described in the 8-K as at least 75% of salary ($375,000), implying $875,000 target cash at 75%, before benefits and discretionary equity. The bonus is not guaranteed. The August succession filing left existing compensation in place, with no additional director pay; no later CEO-specific revision was found. Sources: March employment terms, August succession filing.
2025 reported compensation: $435,750 salary + $867,425 cash bonus (awarded April 2026 for 2025) + $4,399,889 stock-award value = $5,703,064. The stock figure is grant-date value, not cash received or a recurring guaranteed annual award. 2026 proxy.
December 2025 equity grant
ComponentUnits at targetIncentive / vesting
Time-based RSUs (~50% of target value)43,179Retention and share-price exposure; thirds vest December 31, 2026, 2027 and 2028.
Financial-performance RSUs (~25%)21,5892026 revenue growth and adjusted EBITDA; earned units vest in thirds upon achievement determination, December 31, 2027 and December 31, 2028.
Relative-return RSUs (~25%)21,589Shareholder return versus a comparator group over 2026–2028; vest December 31, 2028 if conditions are met.
Performance-award payouts vary with results; continued service generally applies. Grant and vesting disclosures.
Expense versus delivery: Compensation expense is recognized over requisite service periods; financial-performance awards require probable achievement. Shares settle as awards vest. The $4.4 million was not wholly expensed in the grant quarter. Recognized stock compensation reduces GAAP earnings but is added back to adjusted EBITDA. Accounting policy.
Protection: Qualifying termination generally pays 2× (salary + contract-defined bonus), rising to 3× coincident with/following a change of control, plus specified benefits and equity acceleration. A contractual change of control itself also accelerates equity. Agreement.
Insider filings exist: Search “Singhal Rahul,” CIK 2096613. December 22, 2025 Form 4 reports tax withholding; January 5, 2026 Form 4 reports the 43,179-RSU grant.
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