Egain (EGAN): executive pay, fiscal 2026

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

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

Incentive-plan design — the Compensation Discussion & Analysis

The general philosophy of our executive compensation program is to: ● 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; ● provide a total compensation opportunity that is competitive with companies in our industry, taking into account relative company size, performance and geographic location, as well as individual responsibilities and performance; ● provide fair and internally consistent compensation; and ● address other relevant considerations such as rewarding extraordinary performance.

No plan-based awards are on file for this fiscal year.

Outstanding equity awards at fiscal year-end 2026

Board fee structure and ownership guideline

Total cost of the board

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

Companies that benchmark against EGAN

12 companies name EGAN as a compensation peer

• BlackSky Technology Inc.BKSYFY2025
• DHI GROUP, INC.DHXFY2025
• Digimarc CorpDMRCFY2025
• Forge Global Holdings, Inc.FRGEFY2024
• GRID DYNAMICS HOLDINGS, INC.GDYNFY2024
• LOGILITY SUPPLY CHAIN SOLUTIONS, INCAMSWAFY2024
• MITEK SYSTEMS INCMITKFY2025
• PDF SOLUTIONS INCPDFSFY2025
• SOUNDTHINKING, INC.SSTIFY2025
• Spok Holdings, IncSPOKFY2025
• TELOS CORPTLSFY2025
• TrueCar, Inc.TRUEFY2025

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.

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.

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.

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

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.

CEO pay ratio

No insider equity transactions reported since the proxy statement.

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

• Section 01, Rao Chandrasekhar. DEF 14A, filed 2026-10-13. Section “2026 Summary Compensation Table” · page 19. As printed: 408,808. View filing ↗
• Section 01, Eric Smit. DEF 14A, filed 2026-10-13. Section “2026 Summary Compensation Table” · page 19. As printed: 396,136. View filing ↗
• Section 01, Ashutosh Roy. DEF 14A, filed 2026-10-13. Section “2026 Summary Compensation Table” · page 19. As printed: 303,336. View filing ↗
• Section 07, pay ratio. 10-K, filed 2025-09-12. Section “CEO Pay Ratio”. As printed: —. View filing ↗
• Section 08, Ashutosh Roy. DEF 14A, filed 2026-10-13. Section “Director Compensation”. As printed: 0. View filing ↗
• Section 08, Brett Shockley. DEF 14A. Section “Director Compensation”. As printed: —.
• Section 08, Gunjan Sinha. DEF 14A. Section “Director Compensation”. As printed: —.
• Section 08, Phiroz P. Darukhanavala, Ph.D. DEF 14A. Section “Director Compensation”. As printed: —.
• Section 06, 2025 vote. Form 8-K, filed 2025-12-11. Item 5.07 · say-on-pay result. As reported: 89.31% (votes for as printed: 18,121,571). View filing ↗
• Section 06, 2024 vote. Form 8-K, filed 2024-12-19. Item 5.07 · say-on-pay result. As reported: 89.32% (votes for as printed: 22,057,498). View filing ↗
• Section 06, 2023 vote. Form 8-K, filed 2023-12-07. Item 5.07 · say-on-pay result. As reported: 91.87% (votes for as printed: 22,229,058). View filing ↗
• Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
• Section 09b board cost (computed). Computed. Cash 160,000 + equity 0 + all other 0 = 160,000, summed across the director compensation table rows.
• Egain Corp (subject), Section 10b CEO total. DEF 14A, filed 2026-10-13. CEO total compensation as printed in Egain Corp's own proxy. As printed: 303,336. View filing ↗