Ashutosh Roy
EGAINAbout Ashutosh Roy
Ashutosh Roy, age 59, is co-founder, CEO, Chairman, and a Director of eGain since September 1997; he holds a B.S. in Computer Science (IIT Delhi), an M.S. in Computer Science (Johns Hopkins), and an MBA (Stanford) . eGain delivered FY2025 total revenue of $88.4M with SaaS at 93% of mix; Q1 FY2026 revenue was $23.5M (+8% y/y), SaaS +10% y/y; FY2025 net income was $32.3M (benefiting from valuation allowance release) . Total shareholder return (TSR) for eGain’s $100 investment proxy series was $56.26 at 6/30/2025, reflecting multi-year compression versus indices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eGain | CEO & Director | Sep 1997–present | Founding leadership, product and GTM stewardship |
| WhoWhere? Inc. | Chairman | May 1995–Apr 1997 | Built internet-services venture pre-eGain |
| Parsec Technologies | Co-founder | Jun 1994–Apr 1995 | Early call center technology exposure |
| Digital Equipment Corporation | Software Engineer | Aug 1988–Aug 1992 | Core engineering rigor at a major computer firm |
External Roles
No other public company directorships disclosed .
Fixed Compensation
Multi-year NEO summary for Ashutosh Roy (USD):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 250,000 | 250,000 | 250,000 |
| Non-Equity Incentive ($) | 85,000 | 75,000 | 60,000 |
| Stock Awards ($) | — | — | — |
| Option Awards (Grant-date accounting, $) | 646,295 | 334,320 | 161,835 |
| All Other Compensation ($) | 2,360 | — | — |
| Total ($) | 983,655 | 659,320 | 471,835 |
Notes: On Dec 9, 2024, the Compensation Committee approved Roy’s FY2024 variable cash at 60% of target ($60,000) and granted an option for 20,000 shares at $5.71; company disclosed vest dates as Sept 1, 2025 in the 8-K and Nov 15, 2025 in the proxy .
Performance Compensation
Non-equity incentive design and equity awards:
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Company-weighting in annual non-equity plan | 100% tied to Company performance | 50% tied to Company performance |
| Key performance metrics (examples) | New ARR bookings, revenues, operating income, cash flow, cash balances, DSO; corporate targets include total revenue, SaaS revenue, SaaS ARR, professional services invoiced | Same framework; 50% weighting to Company metrics |
| Payout to Roy (cash) | $75,000 (proxy) ; note subsequent approval of $60,000 in 8-K | $60,000 |
| FY2024 option grant | 20,000 options @ $5.71 (grant 12/9/2024), vest disclosed as Sept 1, 2025 in 8-K; proxy shows vest 11/15/2025 | |
| Equity instrument mix | Company primarily uses stock options for NEOs; limited RSUs used for other executives/directors |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (Roy):
| Item | Value | As-of |
|---|---|---|
| Shares beneficially owned | 9,287,050 (held via The Roy and Sharma Living Trust) | Oct 13, 2025 |
| Ownership % of common | 33.7% (based on 27,019,335 shares outstanding) | Oct 13, 2025 |
| Options exercisable within 60 days | 520,000 | Oct 13, 2025 |
| Options outstanding detail | See table below | Jun 30, 2025 |
| Pledging/Hedging | Company policy prohibits hedging, short sales, margin accounts and pledged securities; pre-clearance and blackout windows apply; 10b5-1 plans allowed with approval |
Outstanding options (as of June 30, 2025):
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 9/19/2017 | 200,000 | — | 2.50 | 9/19/2027 | Monthly over 4 years |
| 9/1/2021 | 281,250 | 18,750 | 11.36 | 9/1/2031 | Monthly over 4 years |
| 12/9/2024 | — | 20,000 | 5.71 | 12/9/2034 | Company disclosed vest date in proxy as 11/15/2025; 8-K disclosed 9/1/2025 |
Employment Terms
- Change-in-control/severance: eGain’s standardized CIC/severance agreements (6 months salary + 50% target bonus + 6-month equity acceleration + COBRA) apply to certain executives (e.g., CFO) but not to Ashutosh Roy; as of June 30, 2025 Roy was not eligible for CIC/severance benefits .
- Clawback: Adopted Oct 2, 2023; recoupment of excess incentive compensation upon accounting restatement per Nasdaq Rule 10D-1, covering prior 3 fiscal years .
- Insider trading controls: Mandatory pre-clearance, earnings blackouts, and permitted Rule 10b5-1 plans with written approval; comprehensive prohibitions on hedging/derivatives and pledging .
Board Governance
- Role/Independence: CEO also serves as Chairman; Board determined this structure serves stockholders; Lead Independent Director role established for counterbalance (currently Dr. Darukhanavala) .
- Independence: All directors except Roy are independent under Nasdaq/SEC rules .
- Meetings/Attendance: FY2025 Board held 4 regular and 3 special meetings; each director attended ≥75% of Board/committee meetings .
- Committees:
- Compensation Committee: Independent directors; FY2025 members Shockley (Chair) and Sinha; later replaced Sinha with Darukhanavala .
- Audit Committee: Independent; FY2025 Chair Russell (audit financial expert); after her passing, Sinha appointed Chair and “audit committee financial expert” .
- Nominating & Corporate Governance: Independent; FY2025 Chair Sinha; later Darukhanavala Chair following transitions .
- Stock Option Committee: Roy and Sinha; granted non-officer employee options; 10 actions in FY2025 .
Director Service & Dual-Role Implications
- Dual role (CEO + Chairman) increases potential governance risk; Board mitigates with Lead Independent Director responsibilities (presides in CEO absence, liaison to independents and stockholders) .
- Independence considerations: Roy is not independent and sits on Stock Option Committee; Compensation decisions for NEOs are reviewed/approved by independent directors .
Say‑on‑Pay & Shareholder Feedback
- eGain notes that stockholder advisory vote “strongly supported” executive compensation in FY2024 and FY2025 program assessments .
Related Party Transactions
- FY2025: Meenakshi Sharma (spouse) received $169,551 salary until termination Mar 5, 2025; Vishal Nehru (brother‑in‑law) received $296,400 salary + $95,300 bonus; compensation established per comparable roles and approved by CFO .
- FY2024: Sharma $208,000 salary; Nehru $285,000 salary + $102,474 bonus; approved by CFO under policy .
Performance & Track Record
- Strategic wins: JPMorgan Chase partnership (warrant issued Aug 2025), expanding eGain AI Knowledge Hub to U.S. Chase business; design-partner observer on Board; supports AI product design and scale ambitions .
- Product innovation: Launched AI Agent and Composer; expanded connectors (SharePoint, Genesys, Salesforce); Q1 FY2026 ARR growth +23% for AI knowledge customers; non-GAAP profitability and cash flow improvement .
- Financial trajectory:
- FY2025 revenue $88.4M (SaaS $81.9M; Pro Services $6.5M); gross margin 70%; operating margin 5% .
- Q1 FY2026 revenue $23.5M; gross margin 76%; net income $2.82M; strong operating cash flow ($10.4M) .
- Pay vs performance (proxy):
- Compensation Actually Paid (CAP) to PEO vs Net Income and TSR (FY): 2025 CAP $340,596; Net Income $32,254K; TSR $64 (on $100 base) .
- Multi-year TSR (eGain proxy series): 6/30/2020–6/30/2025 points = $100.00 → $56.26 .
TSR progression (proxy series, $100 initial investment):
| Date | eGain TSR ($) |
|---|---|
| 6/30/2023 | 67.42 |
| 6/30/2024 | 56.80 |
| 6/30/2025 | 56.26 |
Compensation Structure Analysis
- Mix shift: Roy’s option grant accounting decreased FY2023→FY2025 ($646k → $162k); base salary flat at $250k; cash incentive declined (FY2024 proxy $75k; FY2025 $60k) .
- Instrument choice: Company emphasizes options over RSUs for executives; RSUs used for other executives/directors, vesting typically at one year for recent grants .
- Policy rigor: Clawback in place; strong anti-hedging/pledging; pre-clearance and blackout regimes reduce opportunistic trading risk .
- CIC economics: Roy’s lack of CIC/severance coverage lowers golden-parachute risk and aligns with shareholders; no 280G/4999 gross-ups provided .
Equity Awards & Vesting Schedules
- Legacy options vest monthly over 4 years (2017, 2021 grants); recent 2024 grant has a single vest date (proxy: Nov 15, 2025; 8-K: Sept 1, 2025) .
Board Governance (Attendance/Committees)
| Committee | FY2025 Membership | Chair | Notes |
|---|---|---|---|
| Compensation | Shockley; Sinha (replaced by Darukhanavala post-FY2025) | Shockley | 1 meeting |
| Audit | Russell (Chair/financial expert), Shockley, Darukhanavala; Sinha became Chair post-July 2025 | Russell→Sinha | 4 meetings |
| Nominating & Corp Gov | Sinha (Chair), Russell; later Shockley & Darukhanavala, with Darukhanavala as Chair | Sinha→Darukhanavala | 1 meeting |
| Stock Option Committee | Roy; Sinha | — | 10 actions |
Investment Implications
- Alignment: Roy’s significant ownership (33.7%) and prohibition of hedging/pledging supports long-term alignment; absence of CIC/severance reduces parachute risk .
- Execution: Momentum in AI knowledge ARR (+23% Q1 FY2026), marquee JPM wins, and product launches suggest rising execution confidence; however, TSR lag underscores need for durable revenue/ARR growth and margin expansion .
- Governance: CEO/Chair dual role balanced by Lead Independent Director; related-party employment requires continued robust oversight to mitigate perceived conflicts .
- Trading signals: Strong pre-clearance, blackout, and 10b5‑1 framework reduce opportunistic selling; watch for vesting-related sales post single-date vest in 2025 option and ongoing buyback program dynamics .