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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Eric Smit | $320,000 | $0 | $3,570 | $116,852 | $78,000 | $0 | $4,800 | $523,222 |
| Chief Financial Officer | ||||||||
| Ashutosh Roy | 250,000 | 0 | 0 | 161,835 | 60,000 | 0 | 0 | 471,835 |
| Chief Executive Officer and Chairman | ||||||||
| Rao Chandrasekhar | 325,000 | 0 | 0 | 80,850 | 35,000 | 0 | 5,337 | 446,187 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Eric Smit | $523,222 | $606,633 | $779,984 | −83,411 |
| Ashutosh Roy | 471,835 | 659,320 | 983,655 | −187,485 |
| Rao Chandrasekhar | 446,187 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Gunjan Sinha | Director | 2025-10-24 | A | 500 | $4 | $2,168 | Common | Form 4 ↗ |
| Dividend-equivalent accruals | 2025-10-24 | — | 500 | — | — | 1 insider, 1 accrual row | ||
| Dividend-equivalent accruals | 2025-10-28 | — | 500 | — | — | 1 insider, 1 accrual row | ||
| Phiroz P. Darukhanavala | Director | 2025-10-28 | A | 500 | 4 | 2,168 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-11-03 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-11-03 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-11-03 | D | 5,000 | 14 | 72,200 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-12-01 | D | 5,000 | 10 | 50,350 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-12-01 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-12-01 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | D | 500 | 11 | 5,363 | Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | A | 10,000 | 3 | 25,000 | Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | A | 10,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | D | 10,000 | 11 | 106,051 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-01-02 | D | 5,000 | 10 | 51,200 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-01-02 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-01-02 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-02-02 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-02-02 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-02-02 | D | 5,000 | 10 | 51,250 | Common | Form 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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Gunjan Sinha | Director | 2025-10-24 | A | 500 | $4 | $2,168 | Common | Form 4 ↗ |
| Gunjan Sinha | Director | 2025-10-24 | A | 500 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-10-28 | A | 500 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-10-28 | A | 500 | 4 | 2,168 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-11-03 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-11-03 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-11-03 | D | 5,000 | 14 | 72,200 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-12-01 | D | 5,000 | 10 | 50,350 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-12-01 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2025-12-01 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | D | 500 | 11 | 5,363 | Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | A | 10,000 | 3 | 25,000 | Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | A | 10,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Phiroz P. Darukhanavala | Director | 2025-12-04 | D | 10,000 | 11 | 106,051 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-01-02 | D | 5,000 | 10 | 51,200 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-01-02 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-01-02 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-02-02 | D | 5,000 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-02-02 | A | 5,000 | 3 | 12,500 | Common | Form 4 ↗ |
| Eric Smit | Chief Financial Officer | 2026-02-02 | D | 5,000 | 10 | 51,250 | Common | Form 4 ↗ |
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Eric Smit | OTHER | — | — | — | — | — | $3,570 |
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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Eric Smit | Option | 58,000 | 2.5 | — |
| Eric Smit | Option | 26,000 | 5.71 | — |
| Eric Smit | Option | 61,003 | 2.5 | — |
| Ashutosh Roy | Option | 20,000 | 5.71 | — |
| Ashutosh Roy | Option | 18,750 | 11.36 | — |
| Eric Smit | Option | 3,750 | 11.36 | — |
| Eric Smit | Option | 10,000 | 11.36 | — |
| Eric Smit | Option | 42,709 | 5.24 | — |
| Ashutosh Roy | Option | 200,000 | 2.5 | — |
| Eric Smit | Option | 15,000 | 5.71 | — |
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 consultant | not disclosed |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-12-09 | 18,121,571 | 2,144,724 | 25,323 | 89.31% | Passed |
| 2024 | 2024-12-18 | 22,057,498 | 2,613,249 | 24,954 | 89.32% | Passed |
| 2023 | 2023-12-05 | 22,229,058 | 1,750,039 | 217,892 | 91.87% | Passed |
| 2022 | 2022-12-06 | 18,182,434 | 6,061,777 | 29,478 | 74.91% | Passed |
| 2021 | 2021-12-08 | 25,553,308 | 65,586 | 6,085 | 99.72% | Passed |
| 2020 | 2020-12-04 | 24,635,190 | 469,330 | 8,696 | 98.1% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-12-09 | 89.31%a |
| 2024 | 2024-12-18 | 89.32%b |
| 2023 | 2023-12-05 | 91.87%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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Phiroz P. DarukhanavalaIndependent · Lead Independent Director · Audit | $60,000 | $22,377 | $0 | $0 | $0 | $82,377 |
| Gunjan SinhaIndependent · Audit · Compensation | 50,000 | 22,377 | 0 | 0 | 0 | 72,377 |
| Christine RussellIndependent · Compensation · Departed during FY | 50,000 | 22,377 | 0 | 0 | 0 | 72,377 |
| Brett ShockleyIndependent · Audit · Compensation | 50,000 | 22,377 | 0 | 0 | 0 | 72,377 |
| Ashutosh RoyEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $22,377 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Egain | 2025 | Ashutosh 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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Eric Smit | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “2025 Summary Compensation Table” · page 20. As printed: 523,222. Filing ↗machine: r5 · c14 · span 434104–434111 |
| 2 | Section 01, Ashutosh Roy | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “2025 Summary Compensation Table” · page 20. As printed: 471,835. Filing ↗machine: r2 · c14 · span 422897–422904 |
| 3 | Section 01, Rao Chandrasekhar | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “2025 Summary Compensation Table” · page 20. As printed: 446,187. Filing ↗machine: r8 · c14 · span 445629–445636 |
| 4 | Section 03, Eric Smit OTHER | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t50 · r5 · c6 · span 432067–432072 |
| 5 | Section 07, pay ratio | 10-K | 2025-09-12 | 0001104659-25-089540 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Phiroz P. Darukhanavala | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “Director Compensation”. As printed: 82,377. Filing ↗machine: t12 · r3 · c6 · span 145346–145352 |
| 7 | Section 08, Gunjan Sinha | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “Director Compensation”. As printed: 72,377. Filing ↗machine: t12 · r2 · c6 · span 143794–143800 |
| 8 | Section 08, Christine Russell | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “Director Compensation”. As printed: 72,377. Filing ↗machine: t12 · r5 · c6 · span 148823–148829 |
| 9 | Section 08, Brett Shockley | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “Director Compensation”. As printed: 72,377. Filing ↗machine: t12 · r4 · c6 · span 147157–147163 |
| 10 | Section 08, Ashutosh Roy | DEF 14A | 2025-10-17 | 0001066194-25-000019 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 02, Gunjan Sinha 2025-10-24 | Form 4 | 2025-10-28 | 0001107299-25-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 12 | Section 02, Gunjan Sinha 2025-10-24 | Form 4 | 2025-10-28 | 0001107299-25-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, Phiroz P. Darukhanavala 2025-10-28 | Form 4 | 2025-10-30 | 0001512832-25-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, Phiroz P. Darukhanavala 2025-10-28 | Form 4 | 2025-10-30 | 0001512832-25-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Eric Smit 2025-11-03 | Form 4 | 2025-11-05 | 0001259393-25-000007 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Eric Smit 2025-11-03 | Form 4 | 2025-11-05 | 0001259393-25-000007 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Eric Smit 2025-11-03 | Form 4 | 2025-11-05 | 0001259393-25-000007 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Eric Smit 2025-12-01 | Form 4 | 2025-12-03 | 0001259393-25-000009 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Eric Smit 2025-12-01 | Form 4 | 2025-12-03 | 0001259393-25-000009 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Eric Smit 2025-12-01 | Form 4 | 2025-12-03 | 0001259393-25-000009 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Phiroz P. Darukhanavala 2025-12-04 | Form 4 | 2025-12-08 | 0001512832-25-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Phiroz P. Darukhanavala 2025-12-04 | Form 4 | 2025-12-08 | 0001512832-25-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 02, Phiroz P. Darukhanavala 2025-12-04 | Form 4 | 2025-12-08 | 0001512832-25-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 24 | Section 02, Phiroz P. Darukhanavala 2025-12-04 | Form 4 | 2025-12-08 | 0001512832-25-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 25 | Section 02, Eric Smit 2026-01-02 | Form 4 | 2026-01-06 | 0001259393-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 26 | Section 02, Eric Smit 2026-01-02 | Form 4 | 2026-01-06 | 0001259393-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 27 | Section 02, Eric Smit 2026-01-02 | Form 4 | 2026-01-06 | 0001259393-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 28 | Section 02, Eric Smit 2026-02-02 | Form 4 | 2026-02-04 | 0001259393-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 29 | Section 02, Eric Smit 2026-02-02 | Form 4 | 2026-02-04 | 0001259393-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 30 | Section 02, Eric Smit 2026-02-02 | Form 4 | 2026-02-04 | 0001259393-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 31 | Section 06, 2025 vote | Form 8-K | 2025-12-11 | 0001066194-25-000030 | Item 5.07 · say-on-pay result. As reported: 89.31% (votes for as printed: 18,121,571). Filing ↗ |
| 32 | Section 06, 2024 vote | Form 8-K | 2024-12-19 | 0001558370-24-016389 | Item 5.07 · say-on-pay result. As reported: 89.32% (votes for as printed: 22,057,498). Filing ↗ |
| 33 | Section 06, 2023 vote | Form 8-K | 2023-12-07 | 0001558370-23-019620 | Item 5.07 · say-on-pay result. As reported: 91.87% (votes for as printed: 22,229,058). Filing ↗ |
| 34 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 35 | Section 09b board cost (computed) | Computed | — | computed | Cash 210,000 + equity 89,508 + all other 0 = 299,508, summed across the director compensation table rows.machine: formula: Σ = 299,508 |
| 36 | Egain (subject), Section 10b CEO total | DEF 14A | 2025-10-17 | 0001066194-25-000019 | CEO total compensation as printed in Egain's own proxy. As printed: 471,835. Filing ↗machine: r2 · c14 · span 422897–422904 |