DEF 14A of EGAIN Corp
Filed Oct 17, 2025 · FY20250001066194-25-000019
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees
Nominees Our Board of Directors proposes the election of four directors of eGain to serve until the 2026 annual meeting of stockholders or until their successors are elected and qualified. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event not now anticipated, proxies will be voted for any nominee designated by our Board of Directors to fill the vacancy. There are no familial relationships between any of eGain’s directors or executive officers. The names of the nominees and certain biographical information about them are set forth below: Ashutosh Roy, age 59, co-founded eGain and has served as Chief Executive Officer and a Director of eGain since September 1997 and as President since October 2003. From May 1995 through April 1997, Mr. Roy served as Chairman of WhoWhere? Inc., an Internet-services company co-founded by Mr. Roy. From June 1994 to April 1995, Mr. Roy worked at Parsec Technologies, a call center company based in New Delhi, India, which he co-founded. From August 1988 to August 1992, Mr. Roy worked as a software engineer at Digital Equipment Corporation, a major company in the computer industry at the time. Mr. Roy holds a B.S. in Computer Science from the Indian Institute of Technology, New Delhi, a Master’s degree in Computer Science from Johns Hopkins University and an M.B.A. from Stanford University. We believe that Mr. Roy’s qualifications to serve on our Board of Directors include his industry experience and deep knowledge of eGain from his position as a founder of our Company and as our Chief Executive Officer for over 20 years. Gunjan Sinha, age 58, co-founded eGain and has served as a Director of eGain since its inception in September 1997 and as President of eGain from January 1998 until September 2003. From September 2021 to October 2023, Mr. Sinha served as eGain’s Lead Independent Director. Since January 2004, Mr. Sinha has served in leadership roles at MetricStream Inc., a supplier of software applications for enterprise quality and compliance management, as Executive Chairman and, beginning in 2025, as Chairman. From May 1995 through April 1997, Mr. Sinha served as President of WhoWhere? Inc., an internet service company co-founded by Mr. Sinha. Prior to co-founding WhoWhere? Inc., Mr. Sinha was a hardware developer of multiprocessor servers at Olivetti Advanced Technology Center. In June 1994, Mr. Sinha co-founded Parsec Technologies, Inc. Mr. Sinha has also served as Chairman of Regalix Inc., a digital marketing company, since 1998 and as Chairman of Open Growth, LLC, a technology holding company, since January 2014. Mr. Sinha holds a degree in Computer Science from the Indian Institute of Technology, New Delhi, a master’s degree in Computer Science from the University of California, Santa Cruz, and a master’s degree in Engineering Management from Stanford University. We believe that Mr. Sinha’s qualifications to serve on our Board of Directors include his extensive experience founding, managing and investing in technology companies and deep knowledge of the Company gained from his position as a founder and former officer of the Company. Phiroz P. Darukhanavala, Ph.D., age 77, also known as Daru, has served as a member of eGain’s Board of Directors since September 2000. Dr. Darukhanavala has served as eGain’s Lead Independent Director since October 2023. Dr. Darukhanavala has an extensive global background in the oil and gas industry including exploration, production, refining, retail and marketing; holding several technology, operational and strategy leadership positions at BP p.l.c. (NYSE: BP), and multinational oil and gas company (“BP”). From June 2010 to February 2015, he was the Vice President and Chief Technology Officer at BP. Previously, Dr. Darukhanavala was Vice President, Merger and Integration at BP where he led the IT integration programs resulting from the merger of BP, Amoco and Arco. Earlier in his BP career, Dr. Darukhanavala was the IT Functional Chief at BP Exploration in London, chief information officer for BP Retail, chief information officer of BP Alaska, chief information officer for BP Exploration US and Head of Scientific Systems and Operations Research at SOHIO. In addition to his contributions running large scale, complex businesses, he has gained a high-level strategic perspective as a director for several companies, as well as board roles for high profile industry associations and universities. Dr. Darukhanavala holds a Ph.D. and a M.S. degree in Operations Research from Case Western Reserve University in Cleveland, Ohio and a BS in Mechanical Engineering from IIT (Bombay). We believe that Dr. Darukhanavala’s qualifications to serve on our Board of Directors include his business financial expertise and his extensive management experience. Brett Shockley, age 66, joined eGain’s Board of Directors in January 2016 and has served as eGain’s Lead Independent Director from September 2017 to August 2021. Mr. Shockley has served as Chief Executive Officer of Journey.ai, a cloud SaaS company since May 2016. From August 2008 to December 2014, Mr. Shockley held numerous positions at Avaya Inc., a global provider of business collaboration and communications solutions, including Senior Vice President and General Manager of Software and Emerging Technologies, and Senior Vice President of Corporate Development, Strategy and Chief Technology Officer. Before joining Avaya, Mr. Shockley was the Chief Executive Officer and co-founder of Spanlink Communications Inc., a contact center software and services business, which he brought through an initial public offering on Nasdaq. In 2007, Mr. Shockley co-founded Calabrio, a workforce optimization software company which was acquired by KKR & Co. Inc. (NYSE: KKR) in 2016. Prior to Calabrio, Mr. Shockley was the Vice President and General Manager of the Customer Contact Business Unit of Cisco Systems Inc., a multinational technology company. Mr. Shockley currently serves as a member of the board of directors of Spok Holdings, Inc. (Nasdaq: SPOK), a healthcare communications company. In addition to holding patents in social networking, security, data privacy and telecommunications, Mr. Shockley has an M.B.A. in Marketing from the University of Minnesota’s Carlson School of Management and a bachelor’s degree in Mechanical Engineering from the University of Minnesota’s Institute of Technology. Mr. Shockley attended Stanford University’s Directors Consortium in 2017. Mr. Shockley was a 2007 Ernst & Young Entrepreneur of the Year award winner, University of Minnesota Alumni Lifetime Achievement award winner in 2006 and 2008 Minnesota High Tech Association Emerging Technology Company award winner. We believe that Mr. Shockley’s qualifications to serve on our Board of Directors include his extensive experience founding, managing, investing and serving as a director in public and private technology companies, and deep knowledge of the Company’s industry.
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees The Nominating and Corporate Governance Committee considers candidates for Board of Directors membership suggested by members of the Board of Directors and management of eGain. The Nominating and Corporate Governance Committee will consider persons recommended by eGain’s stockholders in the same manner as a nominee recommended by members of the Board of Directors or management. A stockholder who wishes to suggest a prospective nominee for the Board of Directors should notify eGain’s Secretary or any member of the Nominating and Corporate Governance Committee in writing with any supporting material the stockholder considers appropriate. After completing the evaluation and review, the Nominating and Corporate Governance Committee makes a recommendation to our full Board of Directors as to the person who should be nominated to the Board of Directors, and our Board of Directors considers the nominee after evaluating the recommendation and report of the Nominating and Corporate Governance Committee. Each director candidate recommended for election at this year’s Annual Meeting is an existing director, seeking re-election to the Board of Directors. In addition, our Amended and Restated Bylaws (“Bylaws”) contain provisions that address the process by which a stockholder may nominate an individual to stand for election to our Board of Directors at our annual meeting of stockholders. In order to nominate a candidate for director, a stockholder must give timely notice in writing to eGain’s Secretary and otherwise comply with the provisions of our Bylaws. To be timely, our Bylaws provide that we must have received the stockholder’s notice not earlier than 120 days and not later than 90 days before the first anniversary of the previous year’s annual meeting; however, if no annual meeting was held in the prior year or if the upcoming annual meeting is called for a date more than 30 days before or after the anniversary date, we must have received the stockholder’s notice no later than the later of (x) the 90th day before such annual meeting or (y) the 10th day following the day on which public announcement of the date of such meeting is first made. Information required by our Bylaws to be in the notice includes, but is not limited to, (a) the name and address of each nominating stockholder, (b) the the number of shares of each class or series of our stock that are, directly or indirectly, owned of record or beneficially owned by the nominating stockholder, and (c) any other information concerning the nominee that must be disclosed of nominees in proxy solicitations regulated by Regulation 14A of the Securities Exchange Act of 1934. In addition to satisfying the deadlines in our Bylaws, a stockholder who intends to solicit proxies pursuant to Rule 14a-19 in support of nominees submitted under these advance notice provisions for the 2026 annual meeting of stockholders must notify our Secretary in writing not later than October 10, 2026. Stockholder nominations must be made in accordance with the procedures outlined in, and include the information required by, our Bylaws and must be addressed to: Secretary, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089.
2025 Director Compensation
2025 Director Compensation The non-employee members of the Board of Directors receive compensation in the form of annual cash compensation and equity compensation from time to time. Non-employee directors receive an annual cash retainer of $50,000, payable in quarterly installments. For fiscal year 2025, Dr. Darukhanavala received an additional cash fee of $10,000 for his service as Lead Independent Director, which was paid in quarterly installments. eGain last granted options to purchase Common Stock to directors in September 2021, which options vest over four years. eGain last granted restricted stock units (RSUs) to directors in November 2023, which RSUs vested in full in November 2024. Directors are also reimbursed for their expenses for each meeting attended. The following table details the compensation paid to non-employee directors during fiscal year 2025:
2025 Director Compensation
| Name | Fees earned or paid in cash ($) | Equity awards ($) (1) | Total ($) | | Gunjan Sinha | 50,000 | 22,377 | 72,377 | | Phiroz P. Darukhanavala, Ph.D. | 60,000 | 22,377 | 82,377 | | Brett Shockley | 50,000 | 22,377 | 72,377 | | Christine Russell (2) | 50,000 | 22,377 | 72,377 |
2025 Director Compensation
| (1) Amounts shown in this column do not reflect the dollar amount actually received by the named executive officer, and instead represent the compensation recognized for financial reporting purposes for fiscal year 2025, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 5 to our consolidated financial statements in the 2025 Annual Report. |
2025 Director Compensation
| (2) Christine Russell served as a member of eGain’s Board of Directors during fiscal year 2025 and through July 11, 2025. |
2025 Director Compensation
The following table provides information on the outstanding equity awards for each of the non-employee directors as of June 30, 2025:
2025 Director Compensation
| | | Option awards | | | | Stock awards | | | | | | | | | Number of | Market | | | | | | | | Shares or | Value of | | | | | | | | Units of | Shares or | | | | Number of Securities | | | | Stock That | Units of Stock | | | | Underlying | | Option | Option | Have Not | That Have | | | Grant | Unexercised Options (#) | | Exercised | Expiration | Vested | Not Vested | | Name | Date | Exercisable | Unexercisable | Price ($) | Date | (#) | ($) | | Gunjan Sinha | 11/6/2015 | 500 | — | 4.34 | 11/6/2025 | — | — | | | 9/19/2017 | 70,000 | — | 2.50 | 9/19/2027 | — | — | | | 9/1/2021 | 37,500 | 2,500 | 11.36 | 9/1/2031 | — | — | | Total | | 108,000 | 2,500 | | | | | | Phiroz P. Darukhanavala, Ph.D. | 11/6/2015 | 500 | — | 4.34 | 11/6/2025 | — | — | | | 9/19/2017 | 70,000 | — | 2.50 | 9/19/2027 | — | — | | | 9/1/2021 | 37,500 | 2,500 | 11.36 | 9/1/2031 | — | — | | Total | | 108,000 | 2,500 | | | | | | Brett Shockley | 9/19/2017 | 42,267 | — | 2.50 | 9/19/2027 | — | — | | | 9/1/2021 | 37,500 | 2,500 | 11.36 | 9/1/2031 | — | — | | Total | | 79,767 | 2,500 | | | | | | Christine Russell (1) | 2/24/2017 | 10,000 | — | 1.80 | 2/24/2027 | — | — | | | 9/19/2017 | 26,250 | — | 2.50 | 9/19/2027 | — | — | | | 9/1/2021 | 27,500 | 12,500 | 11.36 | 9/1/2031 | — | — | | Total | | 63,750 | 12,500 | | | | |
2025 Director Compensation
| (1) Christine Russell served as a member of eGain’s Board of Directors during fiscal year 2025 and through July 11, 2025. |
Company Philosophy on Compensation
| ● | encourage creation of stockholder value and achievement of strategic corporate objectives by providing management with long-term incentives through equity ownership by management; |
Company Philosophy on Compensation
| ● | provide a competitive total compensation package that enables us to attract and retain, on a long-term basis, high caliber personnel; |
Establishing Compensation
| ● | competitive benchmarking consistent with our recruiting and retention goals; |
Compensation Components
For fiscal year 2025, 50% of the non-equity incentive plan target, as adjusted, for each executive officer was tied to Company performance. Amounts paid to our named executive officers pursuant to our commission plan are contingent upon the attainment of certain corporate targets established by our Compensation Committee and Board of Directors and are made in accordance with our executive compensation strategy. The corporate targets include financial metrics such as total revenue, SaaS revenue, SaaS ARR, and professional services invoiced. Equity Awards We believe the use of stock-based awards for our named executive officers is a strong compensation tool that encourages our named executive officers to act in a manner that leads to long-term company success. We believe this type of compensation aligns our executive officers’ performance with the interests of our long-term investors by rewarding our officers through equity appreciation. The stock-based incentive program for the entire Company, including our named executive officers, currently consists of majority stock option and limited amount of RSU grants, but we may introduce in the future additional different types of equity awards or instruments to remain competitive in the compensation we pay our employees. Our Stock Option Committee approves grants of proposed stock options and occasionally RSU awards and administers our stock plans consistent with the compensation policies and practices as set by our Compensation Committee. Proposed equity awards to our executive officers, including our named executive officers, are presented to our entire Board of Directors for consideration. The Stock Option Committee normally grants equity awards to executive officers upon the hiring of an executive officer, as part of an annual review, and as special circumstances arise. For stock options, the exercise price per share is based on the closing price of our Common Stock on Nasdaq on the date such stock option award is approved. For RSUs, the grant date fair value price of the award is based on the closing price of our Common Stock on Nasdaq on the date such RSU award is approved. Except with respect to new hire grants, proposals for significant stock option awards to our executive officers, including our named executive officers, are not considered during an established “blackout period,” which commences 20 days prior to the end of each fiscal quarter and ends the trading day following the announcement of earnings for such fiscal quarter. Except for such proposed stock option awards to our executive officers, we intend to grant equity awards in accordance with the foregoing procedures without regard to the timing of the release of material non-public information, such as an earnings announcement. Benefits and Perquisites We provide benefits to our named executive officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; short-and long-term disability insurance; sick leave; parental leave; and an employee assistance program. We do not maintain any executive-specific benefit or perquisite programs. 401(k) Retirement Plan We sponsor and maintain a 401(k) defined contribution retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code so that contributions to our 401(k) plan and income earned on such contributions are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions, which are not taxable when distributed). Our 401(k) plan provides that each participant may contribute up to 100% of his or her eligible pre-tax compensation, up to certain statutorily imposed limits. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Our 401(k) plan also permits us to make discretionary matching contributions, subject to established limits and a vesting schedule. In fiscal year 2025, the Company made matching contributions equal to 50% of a participant’s contributions up to 6% of such participant’s eligible compensation.
Change in Control Severance Benefits
Change in Control Severance Benefits Our named executive officers are not entitled to severance benefits upon termination of employment for any reason absent a change in control. In 2015, the Board of Directors approved a standardized form of executive change in control and severance agreement and authorized the Company to enter into that form agreement with several of the Company’s employees and executive officers, including named executive officer Eric N. Smit, but not including, at this time, Ashutosh Roy and Rao J. Chandrasekhar. The form of change in control and severance agreement has an initial term of two years, which term automatically renews for additional one-year periods unless either party provides written notice of non-renewal at least 60 days prior to the date of automatic renewal and which term extends for one year from a “change in control,” as defined in the agreement. Pursuant to the agreement, if the executive is terminated by us without “cause” (as defined in the agreement), or terminates his or her employment for “good reason” (as defined in the agreement) within the first 12 months following a change in control, subject to the executive’s execution of a release of claims agreement in a form approved by eGain and such release becoming effective and irrevocable within 60 days of the executive’s termination, he or she is entitled to receive (i) a lump sum payment payable within 60 days following termination from employment equal to the sum of (x) 6 months of such individual’s annual base salary as of the date of such termination plus (y) 50% of the executive’s target bonus for the year of termination; (ii) 6 months of accelerated vesting of any outstanding equity awards and (iii) provided that the individual timely elects to continue coverage for himself or herself and his or her eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse the executive for the monthly COBRA premium paid by the executive for the executive and his or her eligible dependents until the earlier of (x) six months following the termination date or (y) the date upon which the executive and his or her eligible dependents become covered under similar plans. In the event any of the payments or benefits provided for under change in control and severance agreement or that are otherwise paid or will become payable to such individual would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax, such individual would be entitled to receive either full payment of such payments and benefits or such lesser amount which would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the individual. The following table provides hypothetical amounts of cash severance payments related to salary, non-equity incentive plan compensation, equity incentive plan compensation, and all other compensation, assuming a change in control of our Company had occurred on June 30, 2025, with a price per share equal to $6.25 (the closing market price as of June 30, 2025), and the employment of the following officers had been terminated without cause or the officers had resigned for good reason within the first twelve months following the change in control (based on salary and other compensation arrangements as of June 30, 2025):
Change in Control Severance Benefits
| Name and principal position | Salary ($) (1) | Non-equity incentive plan compensation ($) (2) | Equity incentive plan compensation ($) (3) | All other compensation ($) (4) | Total ($) | | Eric N. Smit, Chief Financial Officer | 160,000 | 39,000 | 20,056 | 8,226 | 227,282 |
Change in Control Severance Benefits
| (1) Represents 50% of the named executive officer’s salary as of June 30, 2025. |
Change in Control Severance Benefits
| (2) Represents 50% of the named executive officer’s target bonus for the fiscal year ended June 30, 2025. |
Change in Control Severance Benefits
| (3) Represents the estimated stock-based compensation expense of six months of vesting acceleration of options and RSUs outstanding as of June 30, 2025. |
Change in Control Severance Benefits
| (4) Represents reimbursement of the estimated cost of continuation of health insurance coverage under COBRA for the named executive officer and his eligible dependents for six months after June 30, 2025 (based on the named executive officer’s coverage elections as of June 30, 2025). |
Change in Control Severance Benefits
As of June 30, 2025, Mr. Roy and Mr. Chandrasekhar were not eligible to receive or participate in any change in control and/or severance payments or benefits.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation None of our named executive officers participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us. To date, we have not had a significant reason to offer such non-qualified defined contribution plans or other deferred compensation plans. We may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if our Compensation Committee and Board of Directors determine that doing so is in our best interests.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our named executive officers, historically, including during fiscal year 2025, our compensation committee has not granted such awards. In certain circumstances, including the hiring or promotion of an officer, the compensation committee may approve grants to be effective at other times.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes information concerning compensation earned by our named executive officers during the fiscal year ended June 30, 2025.
2025 Summary Compensation Table
| Name and principal position | Fiscal year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-equity incentive plan compensation ($) (2) | All other compensation ($) (3) | Total ($) | | Ashutosh Roy | 2025 | 250,000 | — | 161,835 | 60,000 | — | 471,835 | | Chief Executive Officer | 2024 | 250,000 | — | 334,320 | 75,000 | — | 659,320 | | Eric N. Smit | 2025 | 320,000 | 3,570 | 116,852 | 78,000 | 4,800 | 523,222 | | Chief Financial Officer | 2024 | 320,000 | 6,028 | 178,305 | 97,500 | 4,800 | 606,633 | | Rao J. Chandrasekhar (4) | 2025 | 325,000 | — | 80,850 | 35,000 | 5,337 | 446,187 | | Senior Vice President, Products and Services | | | | | | | |
2025 Summary Compensation Table
| (1) Amounts shown in this column do not reflect the dollar amount actually received by the named executive officer, and instead represent the compensation recognized for financial reporting purposes for fiscal year 2025, in accordance with ASC 718, Compensation—Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 5 to our consolidated financial statements in the 2025 Annual Report. |
2025 Summary Compensation Table
| (2) Amounts reported represent the amount approved by our Compensation Committee and Board of Directors as cash incentives to our named executive officers based upon satisfaction of the criteria established under our non-equity incentive plan and commission plan. See “Compensation Components—Annual Non-Equity Incentive Plan Compensation” for discussion. |
2025 Summary Compensation Table
| (3) Amounts reported represent the amount of 401(k) employer matching contributions of $4,800 for Mr. Smit, and $5,337 for Mr. Rao. Mr. Roy did not receive 401(k) employer matching contributions. |
2025 Summary Compensation Table
| (4) Rao J. Chandrasekhar served as Senior Vice President, Products and Services since September 30, 2024. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End As of June 30, 2025, the only outstanding equity awards held by our named exertive officers were stock options. The following table provides information on the outstanding equity awards held by each of our named executive officers as of June 30, 2025:
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | | | Number of | Number of | | | Number of | Market | | | | Securities | Securities | | | Shares or | Value of | | | | Underlying | Underlying | | | Units of | Shares or | | | | Unexercised | Unexercised | | | Stock | Units of Stock | | | | Options | Options | Option | Option | That Have | That Have | | | Grant | (#) | (#) | Exercise | Expiration | Not Vested | not Vested | | Name | Date | Exercisable | Unexercisable | Price ($) | Date | (#) | ($) | | Ashutosh Roy | 9/19/2017(1) | 200,000 | — | $2.50 | 9/19/2027 | — | — | | | 9/1/2021(1) | 281,250 | 18,750 | $11.36 | 9/1/2031 | — | — | | | 12/9/2024(2) | — | 20,000 | $5.71 | 12/9/2034 | — | — | | Total | | 481,250 | 38,750 | — | — | — | — | | Eric N. Smit | 9/19/2017(1) | 58,000 | — | $2.50 | 9/19/2027 | — | — | | | 9/1/2021(1) | 150,000 | 10,000 | $11.36 | 9/1/2031 | — | — | | | 12/9/2024(2) | — | 26,000 | $5.71 | 12/9/2034 | — | — | | | | 208,000 | 36,000 | | | | | | Total | | | | | | | | | Rao J. Chandrasekhar\ | 9/19/2017(1) | 61,003 | — | $2.50 | 9/19/2027 | — | — | | | 9/1/2021(1) | 56,250 | 3,750 | $11.36 | 9/1/2031 | — | — | | | 11/15/2024(1) | 7,291 | 42,709 | $5.24 | 11/15/2034 | — | — | | | 12/9/2024(2) | — | 15,000 | $5.71 | 12/9/2034 | — | — | | Total | | 124,544 | 61,459 | | | | |
Outstanding Equity Awards at Fiscal Year End
| (1) Shares subject to the applicable option vest/vested in equal monthly installments over 4 years from grant date, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the change in control and severance agreement between the named executive officer and the Company, as further discussed under “Compensation Components—Change in Control Severance Benefits”. |
Outstanding Equity Awards at Fiscal Year End
| (2) Shares subject to the applicable option vesting on November 15, 2025, subject to the named executive officer’s continuous service through each such date. |
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($)(a) | Compensation Actually Paid to PEO ($)(b) | Average Summary Compensation Table Total for non-PEO Named Executive Officers ($)(c)(e) | Average Compensation Actually Paid to non-PEO Named Executive Officers ($)(d)(e) | Value of Initial Fixed $100 Investment Based on Company Total Shareholder Return ($) | Net Income ($ in thousands) | | 2025 | 471,835 | 340,596 | 484,705 | 504,639 | 64 | 32,254 | | 2024 | 659,320 | 168,063 | 564,535 | 342,516 | 55 | 7,780 | | 2023 | 983,655 | 10,735 | 712,598 | 266,675 | 65 | 2,109 |
Pay Versus Performance
| (a) The dollar amounts reported are the total compensation reported for Mr. Roy, our Chief Executive Officer, for each fiscal year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (b) The following represents the adjustments made to the Summary Compensation Table totals to derive the compensation actually paid to Mr. Roy in his role as Chief Executive Officer. |
Pay Versus Performance
| Adjustments | 2025 | 2024 | 2023 | | Amounts reported in “Stock Awards” and “Option Awards” columns of Summary Compensation Table | 161,835 | 334,320 | 646,295 | | Fair value of outstanding and unvested equity awards that were granted in the current year | 57,303 | — | — | | Change in fair value for equity awards outstanding and unvested at the end of the current year that were granted in a prior year | (5,341) | (87,188) | (226,125) | | Fair value of equity awards granted and vested in the current year | — | — | — | | Change in fair value for equity awards vested in the current year that were granted in a prior year | (21,365) | (69,750) | (100,500) | | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | — | — | — | | Value of dividends or other earnings paid on equity awards not otherwise reflected in fair value or total compensation | — | — | — |
Pay Versus Performance
| (c) The dollar amounts reported represent the average of the amounts reported for our named executive officers as a group (excluding the Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. |
Pay Versus Performance
| (d) The following represents the adjustments made to the Summary Compensation Table totals for our non-CEO named executive officers to derive the average compensation actually paid for our non-CEO named executive officers. |
Pay Versus Performance
| Adjustments | 2025 | 2024 | 2023 | | Amounts reported in “Stock Awards” and “Option Awards” columns of Summary Compensation Table | 100,636 | 159,166 | 296,219 | | Fair value of outstanding and unvested equity awards that were granted in the current year | 119,919 | 9,077 | — | | Change in fair value for equity awards outstanding and unvested at the end of the current year that were granted in a prior year | (1,958) | (39,961) | (103,641) | | Fair value of equity awards granted and vested in the current year | 10,445 | — | — | | Change in fair value for equity awards vested in the current year that were granted in a prior year | (7,834) | (31,969) | (46,063) | | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | — | — | — | | Value of dividends or other earnings paid on equity awards not otherwise reflected in fair value or total compensation | — | — | — |
Pay Versus Performance
| (e) The named executive officers included in the non-CEO named executive average for each year are as follows: |
Pay Versus Performance
| 2025 | Messrs. Smit and Chandrasekhar | | 2024 | Messrs. Smit and Narang | | 2023 | Messrs. Smit and Narang |
Pay Versus Performance
The following tables reflect the relationship of compensation actually paid to our Chief Executive Officer and the average of compensation actually paid to our non-CEO named executive officers to (i) our Net Income and (ii) the Company’s cumulative total stockholder return (“TSR”).
Comparison of “Compensation Actually Paid” to TSR
Comparison of “Compensation Actually Paid” to TSR
Comparison of “Compensation Actually Paid” to Net Income
Comparison of “Compensation Actually Paid” to Net Income