Document

DEF 14A 1 task-2026proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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

Check the appropriate box:



☐						Preliminary Proxy Statement

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

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under §240.14a-12

TaskUs, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

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


						Bryce Maddock TaskUs Co-Founder, CEO & Chairperson

Dear Fellow Stockholders,

2025 was a landmark year for TaskUs. Following our return to growth in 2024, we entered 2025 with a clear mandate: to transform TaskUs into a hybrid "technology plus talent" leader for the AI era. I am incredibly proud to report that we not only met our financial commitments but also accelerated our evolution into a strategic partner for the world's most innovative companies.

2025: A Year of Record Performance

In 2025, our global team delivered the strongest financial performance in TaskUs' history. We reached $1.18 billion in full-year revenue, representing 19% year-over-year growth. This momentum was driven by explosive demand in our AI Services service line, which grew nearly 59% for the year, and continued strength in Trust & Safety, which grew nearly 24% in 2025. We achieved this top-line success while maintaining industry-leading profitability, delivering $249.1 million in Adjusted EBITDA at a 21.0% margin.(1) We also generated $102.3 million in net income at an 8.6% margin.

These results are a testament to our "offense-oriented" strategy. During 2025, we invested aggressively in the specialized talent and technology required to support the next generation of autonomous vehicles, robotics, and generative AI foundation models.

To build on this momentum, we plan to spend more than $25 million in 2026 on AI transformation and emerging growth initiatives, positioning us to remain at the cutting edge of the industry.

(1)Adjusted EBITDA is a non-GAAP measure. Please see “Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations” at the end of this proxy statement.


Our commitment to innovation and excellence was once again validated by the Everest Group in 2025.

Transforming for the AI Era

We believe the ability to successfully deliver a combined AI + talent offering will ultimately separate the winners from the losers in our industry. At TaskUs, we intend to lead this transition. In 2025, we outlined a three-part blueprint for the AI era that we are aggressively executing as we move into 2026:

Leading in AI Services: We have built a $200 million+ revenue business providing the data, evaluation, and safety services required to develop the world’s leading AI models.

Launching Agentic Consulting: We are redefining our role, moving from a service provider to a strategic architect of agentic AI. Through the implementation of advanced AI frameworks, we strive to create long-term, value-driven partnerships and higher margin revenue streams. We are dedicated to pioneering a shift toward outcome-based success, where TaskUs' synergy of talent and technology is designed to drive significant operational and cost advantages for those we serve.

Automating from Within: We are "drinking our own champagne." By deploying agentic AI across our internal workflows—from recruitment to finance—we are reducing support ratios and expanding our capacity for excellence. Our recent deployment of an AI Agent in talent acquisition has already increased hiring efficiency by over 50%, a success we plan to replicate across the entire support organization.

Achieving Industry Recognition

Our commitment to innovation and excellence was once again validated by the Everest Group in 2025. We were named a Leader in the Trust & Safety Services PEAK Matrix® for the third consecutive year, a distinction that recognizes our hybrid AI-human approach to protecting digital communities.

Beyond our leadership in safety, TaskUs was recognized as a Major Contender and a Star Performer in both B2B Sales Services and Customer Experience Management (CXM) Services (EMEA). These designations highlight our holistic growth and our ability to modernize tech stacks for our clients.

Furthermore, we strengthened our position in regulated industries, earning a Major Contender spot in the Financial Crime and Compliance (FCC) Operations Services PEAK Matrix®. TaskUs remains an industry standout as one of the few companies recognized across such a diverse array of specialized service categories.

Financial Strength and Capital Allocation

Today, TaskUs is in a position of financial strength. Our healthy balance sheet and consistent cash flow allowed us to announce a $3.65 per share Special Dividend that was paid in March 2026, returning approximately $333 million to our shareholders.

With our consistent cash generation and the flexible credit terms of the debt refinancing we also completed in March 2026, we maintain ample room to invest in our AI-led transformation while simultaneously returning capital to our stockholders over time.

Our Commitment to People and Social Impact

Even as we embrace automation, our "People First" culture remains our greatest competitive advantage. In 2025, our employee Net Promoter Score (eNPS) reached an impressive 60 with an 88% participation rate, signaling deep engagement across our global team.

TaskUs’ "ridiculous" culture continues to earn prestigious external recognition. We were honored with multiple Comparably awards, including Best Global Culture, Best Company Leadership, Best Company Career Growth, and Best Team Human Resources. Additionally, we were officially certified as a Great Place to Work in both the Philippines and India.

We also rebranded our CSR and DEI programs into a unified Social Impact and Inclusion (SII) banner. Our teammates exceeded our volunteer goals for the second year in a row, contributing over 28,000 hours of service to their communities. We remain committed to upskilling our more than 65,000 teammates, ensuring they have the tools to thrive alongside AI through programs like The Academy and TULIP.

Looking Ahead to 2026

We enter 2026 with a robust pipeline, fueled by a market shift toward increasingly sophisticated and specialized workflows. We see a significant opportunity in the Autonomous Vehicle and Robotics sectors, where we expect our revenue to more than double in 2026. As foundation model developers and high-growth technology brands continue to turn to TaskUs for our expertise in AI model development and safety, we anticipate that AI Services will once again be our fastest-growing service line in the coming year.

Thank you for your continued support and for being part of the TaskUs journey. We have never been more excited about our role in shaping the future of business services.


Bryce Maddock TaskUs Co-Founder, CEO & Chairperson

TaskUs, Inc.

1650 Independence Drive, Suite 100

New Braunfels, TX 78132

Notice of Annual

Meeting of Stockholders

Date

Time

Virtual Location

May 21, 2026

7:30 a.m. Central Time

www.virtualshareholdermeeting.com/TASK2026

To Our Stockholders:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of TaskUs, Inc. (“TaskUs” or the “Company”) on Thursday, May 21, 2026 at 7:30 a.m., Central Time, online via live audio webcast by visiting www.virtualshareholdermeeting.com/TASK2026 (the “Annual Meeting”) for the following purposes:



			01 To elect the three director nominees named in the proxy statement as Class II directors of the Company, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1);
			02 To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); and
			03 To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

The Company’s board of directors has determined to hold the Annual Meeting virtually by remote communication in the form of a webcast. We believe that this is the right choice for TaskUs as it enhances our ability to communicate with our stockholders and allows them to participate from any location at no additional cost.

Stockholders of record as of the close of business on March 27, 2026 (the "Record Date") are entitled to notice of, and, as described in this paragraph, to vote at, the Annual Meeting or any adjournment or postponement thereof. Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class B common stock are currently entitled to ten votes for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

As permitted by the United States Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) and a form of proxy card or voting instruction card (together with the Annual Report, the “proxy materials”). The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you. The "notice and access" approach to our distribution process is more resource- and cost-efficient. The Notice will first be mailed, and the proxy materials are first being made available, to our stockholders on or about April 10, 2026.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/TASK2026. Stockholders will be able to attend the Annual Meeting online, submit questions and vote their shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TASK2026 and clicking the appropriate link from the Annual Meeting platform.

To attend the Annual Meeting, vote or submit questions during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16-digit control number included on their proxy card or Notice. If your shares are held in street name and your Notice or voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at approximately 7:15 a.m. Central Time on Thursday, May 21, 2026. On the day of the Annual Meeting, if you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting login page for assistance.

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

By Order of the Board of Directors,

Claudia Franco Walsh

General Counsel & Corporate Secretary

New Braunfels, Texas

April 10, 2026



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2026 The notice, the proxy statement and the Company’s Annual Report are available at www.virtualshareholdermeeting.com/TASK2026

Forward-Looking Statements and Website Reference

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including statements regarding our business, environmental and other sustainability plans and goals. In some cases you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates,” “position us” or the negative version of these words or other comparable words. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including, without limitation, the risk factors that we identify in our Annual Report and other SEC filings, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority.

Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.

Table of Contents


Proxy Summary			1
C orporate Governance and Board Matters			4
Status as a Controlled Company			4
Composition of our Board of Directors			4
Board Qualifications and Diversity			6
Director Independence			15
Board Leadership Structure and Role of Lead Independent Director			15
Board and Committee Self-Assessments			16
Director Attendance at Annual Meetings			16
Board Meetings			16
Executive Sessions			16
Committees of the Board of Directors			16
Procedures for Recommending Individuals to Serve as Directors			19
Risk Oversight			20
ESG Strategy and Oversight			21
Diversity, Equity and Inclusion			21
Corporate Social Responsibility (CSR)			24
Stockholder Engagement			27
Communications with Directors			28
Global Code of Conduct			28
Corporate Governance Guidelines			29
Compensation Committee Interlocks and Insider Participation			29
Securities Trading Policy; Prohibitions on Hedging and Pledging Transactions			29
Proposal One: Election of Directors			30
Executive Officers			31
Executive and Director Compensation			33
2025 Financial and Operational Performance Highlights			33
Executive Compensation Philosophy and Objectives			34
Executive Compensation Program Elements			35
Summary Compensation Table			35


Narrative Disclosure to Summary Compensation Table			35
Outstanding Equity Awards as of December 31, 2025			42
Employment Agreements, Termination and Change in Control Provisions			43
Director Compensation			45
Equity Compensation Plan Information			46
Independent Registered Public Accounting Firm			47
Principal Accountant Fees and Services			47
Pre-Approval of Audit and Non-Audit Services Policy			47
Audit Committee Report			48
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm			49
Delinquent Section 16(a) Reports			50
Certain Relationships and Related Person Transactions			51
Procedures for Review, Approval and Ratification of Related Person Transactions			51
Related Person Transactions			51
Beneficial Ownership of Securities			54
Questions and Answers About the Annual Meeting			57
Other Matters			62
Other Business			62
Submission of Stockholder Proposals for the 202 7 Annual Meeting			62
Householding Information			63
Where You Can Find More Information			64
G lossary of Non -GAAP F inancial M easures and N on -GAAP R econciliations			65
Reconciliation of GAAP and Non-GAAP Financial Measures			66

Proxy Summary

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete proxy statement and 2025 annual report before you vote.

Proxy Voting Roadmap

Meeting Information:

Date

Time

Virtual Location

May 21, 2026

7:30 a.m. Central Time

www.virtualshareholdermeeting.com/TASK2026

Ways to Vote:

Vote By Internet

Vote By Phone

Vote By Mail

www.proxyvote.com

1-800-690-6903

Follow instructions shown on proxy card

If you received paper materials, mail to:

Vote Processing,

c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

Voting Recommendations:

Proposal

Board Recommendation

Page

01 To elect the three director nominees named in the proxy statement as Class II directors of the Company, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1); and

FOR

all nominees

02 To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2).

FOR


			2026 Proxy Statement			1


						Proxy Summary

Committee Membership ( 1 )

Name and Principal Position

Age( 2 )

Class

Director Since

Current Term Expires

Audit

Compensation

Nominating and ESG

Independent

Director Nominees

Jaspar Weir

Director Nominee

President and Co-Founder, TaskUs

2018

2026

Michelle Gonzalez

Director Nominee

Corporate Vice President, M12 (Microsoft)

2022

2026

Amit Dalmia

Director Nominee

Senior Managing Director, Blackstone

N/A

Continuing Directors

Jill Greenthal * (L)

Former Senior Managing Director, Blackstone

III

2022

2027

Susir Kumar

Chair, VFS Global

III

2019

2027

Mukesh Mehta

Senior Managing Director, Blackstone

III

2018

2027

Bryce Maddock

CEO, Co-Founder and Chairperson, TaskUs

2018

2028

Kelly Tuminelli *

Former CFO, TriNet

2021

2028

Non-Continuing Directors

Jacqueline D. Reses

Chair and CEO, Lead Bank

2019

2028

Amit Dixit

Senior Managing Director, Blackstone

2018

2026

M Committee Member C Committee Chairperson * Audit Committee Financial Expert (L) Lead Independent Director

(1)Reflects anticipated committee structure as of May 21, 2026, assuming all nominees are elected.

(2)As of the Record Date, March 27, 2026.


Female Directors			Racially / Ethnically Diverse Directors			Board Committees Chaired by Women			Average Director Age

Reflects anticipated committee data as of May 21, 2026, assuming all nominees are elected.


			2026 Proxy Statement			3

Corporate Governance
and Board Matters

Status as a Controlled Company

As of March 1, 2026, certain investment funds associated with Blackstone Inc. (“Blackstone” or our “Sponsor”) and Bryce Maddock and Jaspar Weir (our “Co-Founders” and each a “Co-Founder”) beneficially own, in the aggregate, approximately 96.9% of the combined voting power of our Class A common stock and Class B common stock. Our Class A common stock has one vote per share and our Class B common stock has ten votes per share. Because of this ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore, be able to control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our Class A and Class B common stock. Each share of our Class B common stock may be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (1) June 10, 2028 and (2) with respect to Blackstone, the first date on which the aggregate number of outstanding shares of our Class B common stock held by Blackstone ceases to represent at least 5.0% of the aggregate number of our outstanding shares of common stock and with respect to each Co-Founder, the first date on which the aggregate number of shares of our Class B common stock held by such Co-Founder ceases to represent at least 5.0% of the aggregate number of our outstanding shares of common stock.

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

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our second amended and restated certificate of incorporation (as amended, "certificate of incorporation") provides that the size of our board of directors may be set from time to time by our then current board of directors. Our board of directors currently consists of nine members, and will consist of eight members upon the conclusion of the Annual Meeting. Our certificate of incorporation and third amended and restated bylaws ("bylaws") classify our board of directors into three classes of directors, serving staggered three-year terms of office. Our board of directors has the exclusive power to fix the number of directors in each class which shall consist, as nearly as possible, of one-third of the total number of directors.


4			2026 Proxy Statement


			Corporate Governance and Board Matters

Class I Directors: Bryce Maddock, Jacqueline Reses and Kelly Tuminelli are Class I directors with current terms expiring at our 2028 Annual Meeting of Stockholders. On March 27, 2026, Jacqueline Reses notified us of her resignation as a member of our board of directors, effective immediately following the Annual Meeting. Ms. Reses' decision to resign was not due to any disagreement with the Company, its management or the board of directors relating to the Company's operations, policies or practices. The Company expresses its gratitude for Ms. Reses' service since 2019.

Class II Directors: Amit Dixit, Michelle Gonzalez and Jaspar Weir are Class II directors with current terms expiring at this Annual Meeting of Stockholders. On March 27, 2026, our Sponsor provided notice to designate Amit Dalmia, Senior Managing Director at Blackstone, as a replacement nominee for Amit Dixit, a current Class II director, pursuant to the Stockholders Agreement (as described below), and to stand for election at the 2026 Annual Meeting. Subsequently, after performing our standard vetting process for board candidates, our board nominated Michelle Gonzalez, Jaspar Weir and Amit Dalmia as Class II directors to stand for election or reelection, as applicable, at this Annual Meeting. If Ms. Gonzalez, Messrs. Weir and Dalmia are elected at the Annual Meeting, they will each serve a three-year term expiring in 2029.

Class III Directors: Jill Greenthal, Susir Kumar and Mukesh Mehta are Class III directors with current terms expiring at our 2027 Annual Meeting of Stockholders.

Stockholders Agreement: In connection with our initial public offering in 2021 (" IPO"), we entered into a Stockholders Agreement with our Sponsor, Bryce Maddock, Jaspar Weir, and certain entities affiliated with Bryce Maddock and Jaspar Weir (each of Bryce Maddock and his affiliated entities and Jaspar Weir and his affiliated entities referred to separately as a “Founder Group”) (the “Stockholders Agreement”), whereby, among other things, the parties agreed to certain matters relating to the Company’s corporate governance. The Stockholders Agreement provides that (1) each Founder Group has the right to designate one nominee for election to our board of directors so long as each such Founder Group owns at least 5% of the total voting power of our common stock and (2) otherwise, the Founder Groups together have the right to designate one nominee for election to our board of directors so long as both Founder Groups in the aggregate own at least 5% of the total voting power of our common stock. Additionally, our Sponsor has the right to designate for election to the board of directors the following number of directors that is the lowest whole number that is greater than the percentage of total directors indicated in the right hand column of the table below, for so long as the shares beneficially owned by our Sponsor are equal to or greater than the percentage indicated in the left hand column of the table below:


			Ownership Percentage			Director Designees


			50%			50%


			40% or greater, up to but not including 50%			40%


			30% or greater, up to but not including 40%			30%


			20% or greater, up to but not including 30%			20%


			5% or greater, up to but not including 20%			10% (but at least one director)


			2026 Proxy Statement			5


Corporate Governance and Board Matters

For so long as the Stockholders Agreement remains in effect, directors designated by our Sponsor may only be removed with the consent of our Sponsor and directors designated by the Founder Groups may be removed only with the consent of our Co-Founders. In the case of a vacancy on our board created by the removal or resignation of such a director, the Stockholders Agreement requires us to nominate an individual designated by our Sponsor or our Co-Founders, respectively, for election to fill the vacancy. At the time of our IPO, Amit Dixit and Mukesh Mehta were each designated by the Sponsor pursuant to the Stockholders Agreement. Contingent upon his election at the 2026 annual meeting, Amit Dalmia will replace Amit Dixit as a director designated by the Sponsor pursuant to the Stockholders Agreement going forward.

Board Qualifications and Diversity

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

In identifying and recommending candidates to stand for election to the board, the Nominating and ESG Committee may consider existing directors for renomination and also considers new potential director candidates in compliance with applicable law, listing rules and our Company Bylaws. In addition, the Nominating and ESG Committee may use external search firms to source candidates.

In executing its recruitment and refreshment process, the Nominating and ESG Committee may consider (1) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the board of directors and (2) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, technology, cybersecurity and data privacy background, compliance background, executive compensation background and the size, composition and combined expertise of the existing board. The board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the board, as a whole, has the appropriate qualifications and composition to perform its oversight function effectively in light of the Company’s business and structure.

The Nominating and ESG Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by our board and recommends the Company’s candidates to our board for election by the Company’s stockholders at the applicable annual meeting. The board also periodically assesses the qualifications and characteristics of our directors, as well as the mix of experience, qualifications and skills needed to meet the Company's current and future business needs, including racial and ethnic diversity and the board’s effectiveness in its consideration of diversity. We believe our board is well positioned to provide effective oversight and strategic advice to our management.

After receiving notice from our Sponsor, this year, our board nominates Amit Dalmia for election as a director at the 2026 annual meeting. Mr. Dalmia has extensive experience working within our industry, and brings a global mindset, experience working in emerging markets, executive management experience, and business development acumen.


6			2026 Proxy Statement


			Corporate Governance and Board Matters

The following table sets forth information with respect to our directors as of the Record Date, assuming election of the nominees:

Director Skills Matrix*

Jill Greenthal

Michelle Gonzalez

Susir Kumar

Bryce Maddock

Mukesh Mehta

Kelly Tuminelli

Jaspar Weir

Amit Dalmia

Skills

Senior Leadership Experience

Public Company Board Experience

Global Business Experience

Industry Expertise

Finance, Accounting and Risk Management

Information Technology, Artificial Intelligence and Cybersecurity

SEC Form DEF 14A filed by TaskUs Inc.