DEF 14A of EGAIN Corp
Filed Oct 12, 2023 · FY20230001558370-23-016400
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees
Nominees Our Board of Directors proposes the election of five directors of eGain to serve until the 2024 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 eGain’s directors or executive officers. The names of the nominees and certain biographical information about them are set forth below: Ashutosh Roy, age 57, 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 56, 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. Mr. Sinha currently has served as eGain’s Lead Independent Director since September 2021. Since January 2004, Mr. Sinha has served as Executive Chairman of MetricStream Inc., a supplier of software applications for enterprise quality and compliance management. 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 75, also known as Daru, has served as a member of eGain’s Board of Directors since September 2000. 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 64, 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 currently provides strategy and corporate development consulting for software and cloud-based services companies. 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 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.
Nominees
Christine Russell, age 74, joined eGain’s Board of Directors in February 2017. From July 2018 to August 2020, Ms. Russell served as the Chief Financial Officer and Executive VP of PDF Solutions, Inc. (Nasdaq: PDFS), a company that offers yield process software for the semiconductor industry. Prior to that, she was the Chief Financial Officer of Uni-Pixel, Inc., a company that develops and markets high performance metal mesh capacitive touch sensors, from May 2015 to March 2018, the Chief Financial Officer of Vendavo, Inc., a SaaS model pricing optimization enterprise software company, from May 2014 to March 2015, and the Chief Financial Officer of Evans Analytical Group, a leading international provider of materials characterization and microelectronic failure analysis and “release to production” services, from May 2009 to September 2013. Ms. Russell has served as a director and chair of the audit committee of the board of directors of QuickLogic Corporation (Nasdaq: QUIK), a semiconductor IP company, since June 2005, and as a director and audit committee member of the board of directors of AXT Inc. (Nasdaq: AXTI), a material science company, since December 2019. Ms. Russell is a director of Silicon Valley Directors’ Exchange (SVDX) and also served as president of Financial Executives International (Silicon Valley Chapter), and as an emeritus member of the business school advisory board at Santa Clara University, Leavey School of Business. Ms. Russell holds a B.A. degree and an M.B.A. in finance from Santa Clara University. We believe that Ms. Russell’s extensive experience, including serving as Chief Financial Officer and in other finance positions at five publicly traded companies, two private equity-backed firms and a number of venture capital backed companies for over the past 30 years qualifies her to serve on our Board of Directors.
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 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 less than 120 days prior to any meeting called for the election of directors; however, if we have not given 100 days’ notice of such meeting, we must have received the stockholder’s notice not later than the close of business on the 7th day following the day on which notice was given. Information required by the Bylaws to be in the notice includes (a) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (b) the principal occupation or employment of each such nominee, (c) the number of shares of our Common Stock which are beneficially owned by each such nominee and by the nominating stockholder, and (d) 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, as amended. 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 2024 annual meeting of stockholders must notify our Secretary in writing not later than the close of business (5:00 p.m. Pacific Time) on October 6, 2024. 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.
2023 Director Compensation
2023 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, and Mr. Sinha receives an additional annual cash fee of $10,000, payable in quarterly installments, for his service as Lead Independent Director. eGain last granted options to purchase Common Stock to directors in September 2021, which options vest over four years. Directors are also reimbursed for their expenses for each meeting attended. The following table details the compensation paid to non-employee directors during fiscal year 2023:
2023 Director Compensation
| Name | Fees earned or paid in cash ($) | Option awards ($) (1) | Total ($) | | Gunjan Sinha | 60,000 | 86,173 | 146,173 | | Phiroz P. Darukhanavala, Ph.D. | 50,000 | 86,173 | 136,173 | | Brett Shockley | 50,000 | 86,173 | 136,173 | | Christine Russell | 50,000 | 86,173 | 136,173 |
2023 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 2023, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) |
2023 Director Compensation
| 718, Compensation—Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 5 to our consolidated financial statements in the 2023 Annual Report. |
2023 Director Compensation
The following table provides information on the outstanding option awards for each of the non-employee directors as of June 30, 2023:
2023 Director Compensation
| | Number of Securities Underlying Unexercised Options (#) | | Option Exercised | Option Expiration | | Name | Exercisable | Unexercisable | Price ($) | Date | | Gunjan Sinha | 500 | — | 13.40 | 11/8/2023 | | | 500 | — | 5.31 | 11/7/2024 | | | 500 | — | 4.34 | 11/6/2025 | | | 70,000 | — | 2.50 | 9/19/2027 | | | 17,500 | 22,500 | 11.36 | 9/1/2031 | | Total | 89,000 | 22,500 | | | | Phiroz P. Darukhanavala, Ph.D. | 500 | — | 13.40 | 11/8/2023 | | | 500 | — | 5.31 | 11/7/2024 | | | 500 | — | 4.34 | 11/6/2025 | | | 70,000 | — | 2.50 | 9/19/2027 | | | 17,500 | 22,500 | 11.36 | 9/1/2031 | | Total | 89,000 | 22,500 | | | | Brett Shockley | 42,267 | — | 2.50 | 9/19/2027 | | | 17,500 | 22,500 | 11.36 | 9/1/2031 | | Total | 59,767 | 22,500 | | | | Christine Russell | 10,000 | — | 1.80 | 2/24/2027 | | | 26,250 | — | 2.50 | 9/19/2027 | | | 17,500 | 22,500 | 11.36 | 9/1/2031 | | Total | 53,750 | 22,500 | | |
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 2023, 100% of the non-equity incentive plan target 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. Stock Option 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 only stock option grants, but we may introduce in the future 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 awards and administers our stock option plans consistent with the compensation policies and practices as set by our Compensation Committee. Proposed stock option 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 options to executive officers upon the hiring of an executive officer, as part of an annual review, and as special circumstances arise. The exercise price of our stock option awards is based on the closing price of our Common Stock on Nasdaq on the date such stock option 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 options 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 2022, 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. On November 2, 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 officers Eric N. Smit and Promod Narang, but not including, at this time, Ashutosh Roy. 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 had a change in control of our Company occurred on June 30, 2023, with a price per share equal to $9.75, the closing market price as of June 30, 2023, and the employment of the following officers was terminated without cause or the officers resign for good reason within the first twelve months following a change in control (based on salary and other compensation arrangements as of June 30, 2023):
Change in Control Severance Benefits
| Name and principal position | Salary ($) (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 | 55,250 | 120,597 | 9,466 | 345,313 | | Promod Narang, Chief Technology Officer | 155,000 | 38,250 | 86,680 | 7,820 | 287,750 |
Change in Control Severance Benefits
| (1) Represents 50% of the named executive officer’s salary as of June 30, 2023. |
Change in Control Severance Benefits
| (2) Represents 50% of the named executive officer’s target bonus for the fiscal year ended June 30, 2023. |
Change in Control Severance Benefits
| (3) Represents the estimated stock-based compensation expense of six months of vesting acceleration of options outstanding as of June 30, 2023. |
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, 2023 (based on the named executive officer’s coverage elections as of June 30, 2023). |
Change in Control Severance Benefits
As of June 30, 2023, Mr. Roy was 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.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes information concerning compensation earned by our named executive officers during the fiscal year ended June 30, 2023.
2023 Summary Compensation Table
| Name and principal position | Fiscal year | Salary ($) | Option awards ($) (1) | Non-equity incentive plan compensation ($) (2) | All other compensation ($) (3) | Total ($) | | Ashutosh Roy | 2023 | 250,000 | 646,295 | 85,000 | 2,360 | 983,655 | | Chief Executive Officer | 2022 | 250,004 | 1,096,884 | — | 1,260 | 1,348,148 | | | 2021 | 250,008 | 13,522 | — | — | 263,530 | | Eric N. Smit | 2023 | 320,000 | 344,691 | 110,500 | 4,793 | 779,984 | | Chief Financial Officer | 2022 | 320,000 | 585,014 | 90,000 | 4,460 | 999,474 | | | 2021 | 310,000 | 7,572 | 90,000 | 5,038 | 412,610 | | Promod Narang | 2023 | 310,000 | 247,747 | 76,500 | 10,964 | 645,211 | | Chief Technology Officer | 2022 | 307,083 | 420,539 | 72,000 | 11,520 | 811,142 | | | 2021 | 300,000 | 7,572 | 90,000 | 10,806 | 408,378 |
2023 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 2023, in accordance with ASC 718, Compensation—Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 5 to our consolidated financial statements in the 2023 Annual Report. |
2023 Summary Compensation Table
| (2) Amounts reported represent the amount approved by our Compensation Committee and Board of Directors as cash incentive to 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. |
2023 Summary Compensation Table
| (3) Amounts reported represent 401(k) employer matching contributions, certain medical reimbursements, and Company-paid life insurance premiums. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End As of June 30, 2023, the only outstanding equity awards held by our named exertive officers were stock options. The following table provides information on the outstanding option awards held by each of our named executive officers as of June 30, 2023:
Outstanding Equity Awards at Fiscal Year End
| | Number of Securities Underlying Unexercised Options (#) (1) | | Option Exercise | Option Grant | Option Expiration | | Name | Exercisable | Unexercisable | Price ($) | Date | Date | | Ashutosh Roy | 200,000 | — | $2.50 | 9/19/2017 | 9/19/2027 | | | 131,250 | 168,750 | $11.36 | 9/1/2021 | 9/1/2031 | | Total | 331,250 | 168,750 | | | | | Eric N. Smit | 22,000 | — | $6.29 | 9/11/2014 | 9/11/2024 | | | 58,000 | — | $2.50 | 9/19/2017 | 9/19/2027 | | | 70,000 | 90,000 | $11.36 | 9/1/2021 | 9/1/2031 | | Total | 150,000 | 90,000 | | | | | Promod Narang | 100,000 | — | $6.29 | 9/11/2014 | 9/11/2024 | | | 112,000 | — | $2.50 | 9/19/2017 | 9/19/2027 | | | 50,312 | 64,688 | $11.36 | 9/1/2021 | 9/1/2031 | | Total | 262,312 | 64,688 | | | |
Outstanding Equity Awards at Fiscal Year End
| (1) Shares subject to the applicable option vest/vested in equal monthly installments over 4 years from grant date, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the change in control and severance agreement between the named executive officer and the Company, as further discussed under “Compensation Components—Change in Control Severance Benefits”. |
Option Exercises During Fiscal Year 2023
Option Exercises During Fiscal Year 2023 None of our named executive officers exercised stock options during fiscal year 2023.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total for CEO ($)(a) | Compensation Actually Paid to CEO($)(b) | Average Summary Compensation Table Total for non-CEO Named Executive Officers($)(c)(e) | Average Compensation Actually Paid to non-CEO Named Executive Officers($)(d)(e) | Value of Initial Fixed $100 Investment Based On Company Total Shareholder Return($) | Net Income ($ in thousands) | | 2023 | 983,655 | 10,735 | 712,598 | 266,675 | 65 | 2,109 | | 2022 | 1,348,148 | 1,881,502 | 905,308 | 1,149,138 | 85 | (2,441) |
Pay Versus Performance
| (a) The dollar amounts reported are the total compensation reported for Mr. Roy 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 CEO. |
Pay Versus Performance
| Adjustments | 2023 | 2022 | | Amounts reported in “Option Awards” column of SCT | 646,295 | 1,096,884 | | Fair value of outstanding and unvested option awards that were granted in the current year | — | 1,321,125 | | Change in fair value for option awards outstanding and unvested at the end of the current year that were granted in a prior year | (226,125) | — | | Fair value of option awards granted and vested in the current year | — | 304,875 | | Change in fair value for option awards vested in the current year that were granted in a prior year | (100,500) | 4,238 | | Fair value at the end of the prior year of option awards that failed to meet vesting conditions in the year | — | — | | Value of dividends or other earnings paid on option 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 CEO) 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 NEOs. |
Pay Versus Performance
| Adjustments | 2023 | 2022 | | Amounts reported in “Option Awards” column of SCT | 296,219 | 502,776 | | Fair value of outstanding and unvested option awards that were granted in the current year | — | 605,517 | | Change in fair value for option awards outstanding and unvested at the end of the current year that were granted in a prior year | (103,641) | — | | Fair value of option awards granted and vested in the current year | — | 139,733 | | Change in fair value for option awards vested in the current year that were granted in a prior year | (46,063) | 1,356 | | Fair value at the end of the prior year of option awards that failed to meet vesting conditions in the year | — | — | | Value of dividends or other earnings paid on option 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
| 2023 | Messrs. Smit and Narang | | 2022 | Messrs. Smit and Narang |
Pay Versus Performance
The following tables reflect the relationship of compensation actually paid to our CEO and the average of compensation actually paid to our non-CEO NEOs to (i) our Net Income (Loss) and (ii) the Company’s cumulative TSR.
Comparison of “Compensation Actually Paid” to TSR
Comparison of “Compensation Actually Paid” to TSR
Comparison of “Compensation Actually Paid” to Net Income (Loss)
Comparison of “Compensation Actually Paid” to Net Income (Loss)