Innodata (INOD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, in a virtual-only format, with voting on directors, auditor ratification, and executive compensation.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

• Stockholders of record as of April 9, 2025, are entitled to vote; 31,745,310 shares outstanding.

Voting matters and shareholder proposals

• Four directors are up for election to serve until the next annual meeting.

• Ratification of BDO India LLP as independent auditors for 2025 is proposed.

• Advisory vote on executive compensation for named executive officers is included.

• No other business is currently anticipated for the meeting.

Board of directors and corporate governance

• Board consists of four directors: three independent (Forlenza, Massey, Toor) and one non-independent (Abuhoff, CEO).

• Chairman of the Board (Toor) is independent; CEO (Abuhoff) is separate from the chair role.

• Board committees: Audit (Forlenza, Massey, Toor), Compensation (Massey, Toor, Forlenza), Nominating (Massey, Toor, Forlenza).

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Anti-hedging and insider trading policies are in place.