People

Control and Incentives at a Glance

TaskUs is a controlled company. A dual-class structure hands its pre-IPO owners — Blackstone and co-founders Bryce Maddock and Jaspar Weir — roughly 96.9% of the combined voting power while they hold a smaller share of the economics [1]. Under Nasdaq rules the company claims the exemptions available to a controlled company, including the right to operate without a majority-independent board or a fully independent compensation committee [2].

That control has one documented limit. In 2025 the same insiders tried to take the company private at $16.50 a share; the deal carried a majority-of-the-minority condition, the unaffiliated holders voted it down, and the merger agreement was terminated on October 9, 2025 with no fee paid [3]. This tab records who controls the company, who runs it, what they are paid to do, and the dated governance facts behind the current structure. The operating model that generates the incentive metrics is covered in Business; the multi-year record of what management said versus did is in History.

Votes Versus Economics

Class A common stock carries one vote per share; Class B common stock carries ten [4]. Blackstone and the two founders hold all of the Class B, so a minority of the economics translates into near-total voting control. As of March 1, 2026 there were 35,528,558 Class A and 55,032,694 Class B shares outstanding [5].

Source: economic split derived from share counts in the 2026 Proxy Statement beneficial-ownership table; voting-power percentages as disclosed [6].

The wedge is widest for the largest holders. Blackstone holds roughly 52% of the economics but 64.9% of the votes; the two founders together hold about 30% of the economics and 32% of the votes [7]. The mirror image sits with the largest outside holder: Think Investments held about 10.5% of the Class A economics but, owning no Class B, under 1% of the vote [8]. A public holder buying Class A today buys cash-flow exposure and almost no say over the ballot.

Source: 2026 Proxy Statement, beneficial-ownership table; economic column derived from disclosed share counts [9].

The Share-Class Clock

The Class B structure is not permanent. Each Class B share converts to Class A one-for-one on the earlier of a fixed sunset date — June 10, 2028, seven years after the IPO certificate took effect — or the point at which the Sponsor's or a founder's Class B ceases to represent at least 5% of outstanding shares; any transfer outside a permitted list also converts the shares automatically [10]. Until then, the founders and Blackstone keep majority control so long as their Class B represents at least 9.1% of all outstanding shares [11]. The charter authorizes 2.5 billion Class A and 250 million Class B shares, so there is ample room to issue Class A without touching the control block [12].

What the Stockholders Agreement Locks In

Beyond the raw votes, a stockholders agreement signed at the IPO gives Blackstone graduated board-nomination rights that scale with its stake — from a majority of the board while it holds 50% or more of the common stock down to at least one designee while it holds between 5% and 20% [13]. Each founder group may name one director while it holds at least 5% [14]. While those thresholds hold, the company may not take a set of major actions — related-party deals with the Sponsor or founders, most securities issuances, distributions, a bankruptcy or dissolution, or charter amendments that disproportionately hurt those holders — without the written consent of Blackstone and at least one founder [15]. Two of the current directors — Mukesh Mehta and Amit Dalmia — are Blackstone designees under this agreement [16].

The 2025 Take-Private and Its Defeat

The clearest test of who can influence what came in 2025. Blackstone and the founders — the "Buyer Group" — moved to buy out the public holders and take TaskUs private through a merger vehicle, Breeze Merger Corporation, funded by a Blackstone equity commitment of up to $330 million [17]. Public shares would be cashed out at $16.50; the founders' and Blackstone's shares would roll over and stay outstanding [18]. The $16.50 price was a premium of about 14.7% over the $14.38 close on the day before signing [19].

Because the buyers are conflicted controllers, the board routed the deal through a special committee of three independent directors — Michelle Gonzalez, Kelly Tuminelli, and Jacqueline Reses — advised by Evercore and Cravath, Swaine and Moore; each member was paid $100,000 for the service [20]. Evercore opined the $16.50 was fair; its discounted-cash-flow analysis on the company's base case implied a value range of $12.40 to $20.20 per share [21].

For the dated deal chronology, see History; for the price-negotiation and reservation-price detail ($16.00 → $16.75 → $16.25 → $16.50), see Controller Alignment.

The founders and Blackstone had signed voting agreements committing their shares, so approval was assured on every threshold except one: a separate majority of the votes cast by the public, unaffiliated stockholders [22]. That vote failed, and not narrowly.

Source: the majority-of-the-minority tally was 840,473 shares for versus 10,064,296 against among public stockholders; the merger agreement proposal did not receive the requisite approval [23].

The mechanics are worth recording plainly. On matters decided by raw voting power, the controllers decide. On this transaction, the deal structure — chosen to withstand later legal challenge — gave the minority a real veto, and the minority used it. Had the deal instead terminated for a superior proposal, the company would have owed a $39 million termination fee; because it died on the shareholder vote, no fee was payable [24].

One incentive detail survived the failed deal. In connection with the merger, CEO Bryce Maddock's June 2024 performance units were amended to replace stock-price-CAGR goals with adjusted-EBITDA and revenue goals, and to add vesting protection on a termination without cause [25].

Board and Committees

After the May 2026 annual meeting the board has eight members. Two are the founder-executives; two are Blackstone employees serving as Sponsor designees; the remaining four are outside directors. The proxy determines that every committee member — including the Blackstone-employed directors on the compensation committee — qualifies as an independent director under SEC and Nasdaq rules [26]. Jill Greenthal has served as lead independent director since March 2023 [27]. Maddock chairs the board while also serving as CEO.

Source: 2026 Proxy Statement, director nominees and committee membership [28]; Blackstone designee status [29].

Two facts sit side by side without a verdict attached. As disclosed, the board designates every committee member independent, and the audit committee has two audit-committee financial experts in Tuminelli and Greenthal [30]. As observed, two of the eight directors draw their primary pay from the controlling shareholder, and a third — Greenthal, the lead independent director — is a former Blackstone senior managing director. Jacqueline Reses, who chaired the compensation committee and sat on the take-private special committee, resigned effective at the 2026 annual meeting; the company recorded no disagreement [31].

Operators

The two founders run the company: Bryce Maddock as CEO and chairperson, Jaspar Weir as president, both directors since 2018 [32]. Below them, the finance seat has turned over repeatedly.

Sources: Sekar as CFO and the executive-officer roster in the 2026 Proxy Statement [33]; Khemka's appointment succeeding Thrash [34].

Two operators changed hands in roughly three months of 2026: an interim CFO in March, then a permanent CFO, Rishabh Khemka, effective June 19, 2026 [35]. The prior CFO, Balaji Sekar, had held the role since the IPO and was one of the officers named in the IPO-era securities litigation discussed below. The chief accounting officer and treasurer, Steven Amaya, resigned in December 2024, effective February 2025, to pursue other opportunities [36]. The chief operating officer, Stephan Daoust, has held his seat since January 2021 [37].

What Compensation Pays For

TaskUs reports as an emerging growth company, so only three named executive officers appear in the pay tables — the CEO plus two operators — and neither the president nor the CFO is among them [38]. The CEO's package is almost entirely equity: on a nominal 2025 salary of about $48,000, Maddock's reported total was $5.64 million, of which $5.34 million was stock awards [39].

Source: 2026 Proxy Statement, Summary Compensation Table; the "other" column combines non-equity incentive and all-other compensation [40].

Maddock does not participate in the annual cash bonus; his salary was raised from $40,000 to $50,000 during 2025, and about $251,000 of his "all other" compensation was a reimbursement of legal costs tied to the take-private [41]. The annual incentive plan that pays the other officers is scored on two metrics — annual revenue and adjusted EBITDA dollar targets — with target awards set at 100% of salary for the chief customer officer and 60% for the chief operating officer [42].

Long-term equity splits into time-vesting RSUs — 33% on each of the first two anniversaries and 34% on the third — and performance units divided evenly between revenue and adjusted-EBITDA goals measured over three annual periods (2025 through 2027) [43]. The performance units cap at 100% of target — there is no upside above target — and there is no interpolation between the stated achievement levels, so the design is asymmetric: it can pay full or fall to a lower rung, but it does not reward beating the plan [44]. The proxy discloses no clawback policy and no stock-ownership guidelines for executives.

Non-employee directors receive a $60,000 cash retainer and a $180,000 annual equity grant, with committee-chair and lead-director premiums on top; the three special-committee members each earned an extra $100,000 in 2025 for the take-private work, and the two Blackstone-employed directors take no compensation [45].

Insider Activity

The two founders and the operators behave differently in the market. Neither Maddock nor Weir has reported an open-market sale of stock since the IPO; on the Form 4 record their only dispositions are shares withheld to cover taxes when equity vests [46]. Their disclosed beneficial ownership has still fallen — Maddock's from about 39.8% in early 2024 to 29.8% by late 2025 — as the Class B pool shrank through conversions rather than through founder selling [47]. The named officers, by contrast, have filed a steady run of Form 144 sale notices: Steven Amaya noticed 152,374 shares in May 2025, and Jarrod Johnson filed repeated smaller notices through 2025 and early 2026 [48].

Separately, in March 2026 the board declared a special cash dividend of $3.65 per share, returning roughly $333 million to holders — a payout the controlling holders receive pro rata alongside the public float [49]. The capital-allocation record around it belongs to History.

Related-Party Ledger

TaskUs does ordinary-course business with Blackstone portfolio companies. In 2025 it paid $0.6 million for products and services from entities the Sponsor had an interest in and recognized $12.7 million of revenue from such entities; Blackstone transactions under $5 million a year carry standing board pre-approval [50]. When the company refinanced its credit facilities in March 2026, it paid a $1.0 million fee to Blackstone's broker-dealer affiliate for advisory services [51]. The Sponsor and founders also hold demand and piggyback registration rights, the mechanism through which Blackstone has converted and sold Class A stock over time [52].

Officer and Director Docket

TaskUs has carried IPO-era litigation naming its current and former officers. The securities class action Lozada v. TaskUs, Inc., filed in 2022 in the Southern District of New York, named the company, the CEO, the president, and the CFO over IPO-registration and 2021 earnings-call disclosures; the company entered a settlement in February 2025, and the court granted final approval on December 4, 2025 for a combined payment by defendants of $17.5 million [53]. Two derivative suits against current and former board members — Eaton v. Maddock in Delaware and Tucker v. Dixit in New York — remained outstanding as of the FY2025 filing [54]. These are allegations resolved by settlement without admission, not adjudicated findings; the distinction is recorded here, and any judgment left to the chapters.