Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-02-04

Egain (EGAN)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$523,222
Eric Smit total, FY2025
Chief Financial Officerhighest-paid officer; CEO Ashutosh Roy: $471,835
CEO (Ashutosh Roy) pay percentile vs peers
CEO-to-median pay ratio
89.31%
Say-on-pay support, latest vote
Companies that benchmark against EGAN
8 companies name EGAN as a compensation peer

Each company listed discloses EGAN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named EGAN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Eric Smit$320,000$0$3,570$116,852$78,000$0$4,800$523,222
Chief Financial Officer
Ashutosh Roy250,00000161,83560,00000471,835
Chief Executive Officer and Chairman
Rao Chandrasekhar325,0000080,85035,00005,337446,187
Senior Vice President, Products and Services

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Eric Smit$523,222$606,633$779,984−83,411
Ashutosh Roy471,835659,320983,655−187,485
Rao Chandrasekhar446,187

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Gunjan SinhaDirector2025-10-24A500$4$2,168CommonForm 4 ↗
Dividend-equivalent accruals2025-10-245001 insider, 1 accrual row
Dividend-equivalent accruals2025-10-285001 insider, 1 accrual row
Phiroz P. DarukhanavalaDirector2025-10-28A50042,168CommonForm 4 ↗
Eric SmitChief Financial Officer2025-11-03D5,00000Derivative, Class A CommonForm 4 ↗
Eric SmitChief Financial Officer2025-11-03A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2025-11-03D5,0001472,200CommonForm 4 ↗
Eric SmitChief Financial Officer2025-12-01D5,0001050,350CommonForm 4 ↗
Eric SmitChief Financial Officer2025-12-01A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2025-12-01D5,00000Derivative, Class A CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04D500115,363CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04A10,000325,000CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04A10,00000Derivative, Class A CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04D10,00011106,051CommonForm 4 ↗
Eric SmitChief Financial Officer2026-01-02D5,0001051,200CommonForm 4 ↗
Eric SmitChief Financial Officer2026-01-02A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2026-01-02D5,00000Derivative, Class A CommonForm 4 ↗
Eric SmitChief Financial Officer2026-02-02D5,00000Derivative, Class A CommonForm 4 ↗
Eric SmitChief Financial Officer2026-02-02A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2026-02-02D5,0001051,250CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

View all 20 transactions
InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Gunjan SinhaDirector2025-10-24A500$4$2,168CommonForm 4 ↗
Gunjan SinhaDirector2025-10-24A50000Derivative, Class A CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-10-28A50000Derivative, Class A CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-10-28A50042,168CommonForm 4 ↗
Eric SmitChief Financial Officer2025-11-03D5,00000Derivative, Class A CommonForm 4 ↗
Eric SmitChief Financial Officer2025-11-03A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2025-11-03D5,0001472,200CommonForm 4 ↗
Eric SmitChief Financial Officer2025-12-01D5,0001050,350CommonForm 4 ↗
Eric SmitChief Financial Officer2025-12-01A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2025-12-01D5,00000Derivative, Class A CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04D500115,363CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04A10,000325,000CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04A10,00000Derivative, Class A CommonForm 4 ↗
Phiroz P. DarukhanavalaDirector2025-12-04D10,00011106,051CommonForm 4 ↗
Eric SmitChief Financial Officer2026-01-02D5,0001051,200CommonForm 4 ↗
Eric SmitChief Financial Officer2026-01-02A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2026-01-02D5,00000Derivative, Class A CommonForm 4 ↗
Eric SmitChief Financial Officer2026-02-02D5,00000Derivative, Class A CommonForm 4 ↗
Eric SmitChief Financial Officer2026-02-02A5,000312,500CommonForm 4 ↗
Eric SmitChief Financial Officer2026-02-02D5,0001051,250CommonForm 4 ↗
03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Eric SmitOTHER$3,570
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Eric SmitOption58,0002.5
Eric SmitOption26,0005.71
Eric SmitOption61,0032.5
Ashutosh RoyOption20,0005.71
Ashutosh RoyOption18,75011.36
Eric SmitOption3,75011.36
Eric SmitOption10,00011.36
Eric SmitOption42,7095.24
Ashutosh RoyOption200,0002.5
Eric SmitOption15,0005.71
05

Incentive-plan design — the Compensation Discussion & Analysis

encourage creation of stockholder value and achievement of strategic corporate objectives by providing management with long-term incentives through equity ownership by management; provide a competitive total compensation package that enables us to attract and retain, on a long-term basis, high caliber personnel

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultantnot disclosed
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-12-0918,121,5712,144,72425,32389.31%Passed
20242024-12-1822,057,4982,613,24924,95489.32%Passed
20232023-12-0522,229,0581,750,039217,89291.87%Passed
20222022-12-0618,182,4346,061,77729,47874.91%Passed
20212021-12-0825,553,30865,5866,08599.72%Passed
20202020-12-0424,635,190469,3308,69698.1%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-12-0989.31%a
20242024-12-1889.32%b
20232023-12-0591.87%c

a. Approved under the standard stated in the filing — “Abstentions with respect to any proposal are treated as shares present or represented and entitled to vote on that proposal and thus have the same effect as votes "against." If a broker which is the record holder of shares indicates on a proxy that it does not have discretionary authority to vote on a particular proposal as to such shares, or if shares are not voted in other circumstances in which proxy authority is defective or has been withheld with respect to a particular proposal, these non-voted shares will be counted for quorum purposes and will have the same effect as votes "against," because approval requires an absolute percentage of affirmative votes.”.

b. Approved under the standard stated in the filing — “Abstentions with respect to any proposal are treated as shares present or represented and entitled to vote on that proposal and thus have the same effect as votes "against." If a broker which is the record holder of shares indicates on a proxy that it does not have discretionary authority to vote on a particular proposal as to such shares, or if shares are not voted in other circumstances in which proxy authority is defective or has been withheld with respect to a particular proposal, these non-voted shares will be counted for quorum purposes and will have the same effect as votes "against," because approval requires an absolute percentage of affirmative votes.”.

c. Approved under the standard stated in the filing — “Abstentions with respect to any proposal are treated as shares present or represented and entitled to vote on that proposal and thus have the same effect as votes "against." If a broker which is the record holder of shares indicates on a proxy that it does not have discretionary authority to vote on a particular proposal as to such shares, or if shares are not voted in other circumstances in which proxy authority is defective or has been withheld with respect to a particular proposal, these non-voted shares will be counted for quorum purposes and will have the same effect as votes "against," because approval requires an absolute percentage of affirmative votes.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Phiroz P. DarukhanavalaIndependent · Lead Independent Director · Audit$60,000$22,377$0$0$0$82,377
Gunjan SinhaIndependent · Audit · Compensation50,00022,37700072,377
Christine RussellIndependent · Compensation · Departed during FY50,00022,37700072,377
Brett ShockleyIndependent · Audit · Compensation50,00022,37700072,377
Ashutosh RoyEmployee director · Board Chair00000
09

Board fee structure and ownership guideline

Annual cash retainer$50,000
Annual equity retainer$22,377
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$210,000
Equity awards (grant-date value)$89,508
All other compensation$0
Total cost of the board$299,508

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Egain2025Ashutosh Roy$250,000$0$161,835$60,000$471,835

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Eric SmitDEF 14A2025-10-170001066194-25-000019Section “2025 Summary Compensation Table” · page 20. As printed: 523,222. Filing ↗machine: r5 · c14 · span 434104–434111
2Section 01, Ashutosh RoyDEF 14A2025-10-170001066194-25-000019Section “2025 Summary Compensation Table” · page 20. As printed: 471,835. Filing ↗machine: r2 · c14 · span 422897–422904
3Section 01, Rao ChandrasekharDEF 14A2025-10-170001066194-25-000019Section “2025 Summary Compensation Table” · page 20. As printed: 446,187. Filing ↗machine: r8 · c14 · span 445629–445636
4Section 03, Eric Smit OTHERDEF 14A2025-10-170001066194-25-000019Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t50 · r5 · c6 · span 432067–432072
5Section 07, pay ratio10-K2025-09-120001104659-25-089540Section “CEO Pay Ratio”. As printed: —. Filing ↗
6Section 08, Phiroz P. DarukhanavalaDEF 14A2025-10-170001066194-25-000019Section “Director Compensation”. As printed: 82,377. Filing ↗machine: t12 · r3 · c6 · span 145346–145352
7Section 08, Gunjan SinhaDEF 14A2025-10-170001066194-25-000019Section “Director Compensation”. As printed: 72,377. Filing ↗machine: t12 · r2 · c6 · span 143794–143800
8Section 08, Christine RussellDEF 14A2025-10-170001066194-25-000019Section “Director Compensation”. As printed: 72,377. Filing ↗machine: t12 · r5 · c6 · span 148823–148829
9Section 08, Brett ShockleyDEF 14A2025-10-170001066194-25-000019Section “Director Compensation”. As printed: 72,377. Filing ↗machine: t12 · r4 · c6 · span 147157–147163
10Section 08, Ashutosh RoyDEF 14A2025-10-170001066194-25-000019Section “Director Compensation”. As printed: 0. Filing ↗
11Section 02, Gunjan Sinha 2025-10-24Form 42025-10-280001107299-25-000004Insider equity transaction reported since the proxy statement. Filing ↗
12Section 02, Gunjan Sinha 2025-10-24Form 42025-10-280001107299-25-000004Insider equity transaction reported since the proxy statement. Filing ↗
13Section 02, Phiroz P. Darukhanavala 2025-10-28Form 42025-10-300001512832-25-000004Insider equity transaction reported since the proxy statement. Filing ↗
14Section 02, Phiroz P. Darukhanavala 2025-10-28Form 42025-10-300001512832-25-000004Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Eric Smit 2025-11-03Form 42025-11-050001259393-25-000007Insider equity transaction reported since the proxy statement. Filing ↗
16Section 02, Eric Smit 2025-11-03Form 42025-11-050001259393-25-000007Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Eric Smit 2025-11-03Form 42025-11-050001259393-25-000007Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Eric Smit 2025-12-01Form 42025-12-030001259393-25-000009Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Eric Smit 2025-12-01Form 42025-12-030001259393-25-000009Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Eric Smit 2025-12-01Form 42025-12-030001259393-25-000009Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Phiroz P. Darukhanavala 2025-12-04Form 42025-12-080001512832-25-000006Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Phiroz P. Darukhanavala 2025-12-04Form 42025-12-080001512832-25-000006Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Phiroz P. Darukhanavala 2025-12-04Form 42025-12-080001512832-25-000006Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Phiroz P. Darukhanavala 2025-12-04Form 42025-12-080001512832-25-000006Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, Eric Smit 2026-01-02Form 42026-01-060001259393-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Eric Smit 2026-01-02Form 42026-01-060001259393-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
27Section 02, Eric Smit 2026-01-02Form 42026-01-060001259393-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
28Section 02, Eric Smit 2026-02-02Form 42026-02-040001259393-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
29Section 02, Eric Smit 2026-02-02Form 42026-02-040001259393-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
30Section 02, Eric Smit 2026-02-02Form 42026-02-040001259393-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
31Section 06, 2025 voteForm 8-K2025-12-110001066194-25-000030Item 5.07 · say-on-pay result. As reported: 89.31% (votes for as printed: 18,121,571). Filing ↗
32Section 06, 2024 voteForm 8-K2024-12-190001558370-24-016389Item 5.07 · say-on-pay result. As reported: 89.32% (votes for as printed: 22,057,498). Filing ↗
33Section 06, 2023 voteForm 8-K2023-12-070001558370-23-019620Item 5.07 · say-on-pay result. As reported: 91.87% (votes for as printed: 22,229,058). Filing ↗
34Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
35Section 09b board cost (computed)ComputedcomputedCash 210,000 + equity 89,508 + all other 0 = 299,508, summed across the director compensation table rows.machine: formula: Σ = 299,508
36Egain (subject), Section 10b CEO totalDEF 14A2025-10-170001066194-25-000019CEO total compensation as printed in Egain's own proxy. As printed: 471,835. Filing ↗machine: r2 · c14 · span 422897–422904