Brett Shockley
EGAINAbout Brett Shockley
Brett Shockley, age 66, has served on eGain’s Board since January 2016, including as Lead Independent Director from September 2017 to August 2021 . He is CEO of Journey.ai (since May 2016) and previously held senior roles at Avaya (SVP/CTO), Cisco (VP/GM), and co‑founded Spanlink Communications and Calabrio; he holds an MBA (Carlson School, University of Minnesota) and a BS in Mechanical Engineering (University of Minnesota), attended Stanford’s Directors Consortium (2017), and is a past E&Y Entrepreneur of the Year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avaya Inc. | SVP & GM, Software & Emerging Technologies; SVP Corporate Development, Strategy & CTO | Aug 2008–Dec 2014 | Product/strategy leadership in collaboration/communications |
| Cisco Systems Inc. | VP & GM, Customer Contact Business Unit | Not disclosed (prior to 2007) | Led customer contact BU; industry expertise |
| Spanlink Communications Inc. | Co‑founder & CEO (took through Nasdaq IPO) | Not disclosed | Founder-CEO experience; capital markets exposure |
| Calabrio | Co‑founder | 2007; acquired by KKR in 2016 | Founder; scaled to PE exit |
| Journey.ai | Chief Executive Officer | Since May 2016 | Operating CEO; cloud SaaS leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spok Holdings, Inc. (Nasdaq: SPOK) | Director | Current (start date not disclosed) | Healthcare communications; public company oversight |
| Journey.ai | Chief Executive Officer | Since May 2016 | Cloud SaaS; private company |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except CEO (Ashutosh Roy) are independent; Mr. Shockley is independent . |
| Years of service | Director since January 2016 . |
| Lead Independent Director | Served as Lead Independent Director from Sep 2017–Aug 2021 . |
| Attendance | Each director attended ≥75% of Board and committee meetings in FY2025; same in FY2024 . |
| Committee assignments FY2025 | Compensation Committee (Chair) ; Audit Committee (Member) ; Nominating & Corporate Governance Committee (Member, appointed after July 2025) . |
| Committee assignments FY2024 | Compensation Committee (Chair) ; Audit Committee (Member) . |
| Board/Committee meeting cadence | Board: 4 regular + 3 special (FY2025) ; Compensation Committee met once (FY2025) . |
| Board leadership | CEO also serves as Chair; Lead Independent Director role in place (currently Dr. Darukhanavala) . |
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Lead Independent Fee ($) | Meeting Fees | Total Cash ($) |
|---|---|---|---|---|---|
| FY2025 | 50,000 | Not disclosed | N/A for Shockley; $10,000 paid to Lead Independent Director (Darukhanavala) | Not disclosed; expenses reimbursed | 50,000 |
| FY2024 | 50,000 | Not disclosed | N/A for Shockley; Lead Independent fee split (Sinha through Oct 2023; Darukhanavala remainder) | Not disclosed; expenses reimbursed | 50,000 |
Notes: Non‑employee directors receive $50,000 annual retainer; last option grants Sep 2021; last RSUs Nov 2023 (vested Nov 2024). No specific committee chair/membership fees or meeting fees are disclosed beyond Lead Independent Director fee .
Performance Compensation
| Component | Grant Date | Type | Units/Shares | Grant/Exercise Price | Vesting | Expiration/Notes |
|---|---|---|---|---|---|---|
| Annual director equity (acctg. expense FY2025) | N/A | Equity awards (recognized under ASC 718) | — | — | Reflects financial reporting recognition; not cash received | $22,377 for FY2025 |
| Annual director equity (acctg. expense FY2024) | N/A | Equity awards (recognized under ASC 718) | — | — | Reflects financial reporting recognition; not cash received | $54,892 for FY2024 |
| RSUs (directors) | 11/10/2023 | RSUs | 2,500 | — | Vested in full Nov 2024 | Valued $15,775 at 6/30/2024 for Mr. Shockley |
| Stock options | 9/19/2017 | Option | 42,267 (exercisable) | $2.50 | Standard vest; fully vested by FY2025 | Expires 9/19/2027 |
| Stock options | 9/1/2021 | Option | 37,500 (exercisable) / 2,500 (unexercisable) | $11.36 | Options vest over 4 years | Expires 9/1/2031 |
Performance metrics: Director equity is time‑based; no performance conditions are disclosed for director awards .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Spok Holdings, Inc. (Nasdaq: SPOK) | Director | No compensation committee interlocks disclosed; eGain reports no interlocks with entities where its executives serve . |
Expertise & Qualifications
- Technology/operator background across contact center, workforce optimization, and security/data privacy; holds patents in social networking, security, data privacy, and telecommunications .
- Academic credentials: MBA (Carlson School, University of Minnesota); BS Mechanical Engineering (University of Minnesota); Stanford Directors Consortium (2017) .
- Recognitions: E&Y Entrepreneur of the Year (2007); University of Minnesota Alumni Lifetime Achievement (2006); Minnesota High Tech Association Emerging Technology Company award (2008) .
Equity Ownership
| As of | Beneficial Ownership (Shares) | % Ownership | Composition/Notes |
|---|---|---|---|
| Oct 13, 2025 | 84,767 | <1% | Includes 82,267 options exercisable within 60 days . |
| Oct 21, 2024 | 74,767 | <1% | Consists of options exercisable within 60 days . |
Additional alignment policies:
- Hedging, short sales, and derivatives in company stock are prohibited under eGain’s insider trading policy (revised Oct 2, 2023) .
- Margin accounts and pledging company securities as collateral are prohibited for directors/officers/employees .
- Stock ownership guidelines for directors are not disclosed.
Governance Assessment
Key positives
- Independence and committee leadership: Mr. Shockley is independent and chairs the Compensation Committee; he also serves on the Audit and Nominating & Corporate Governance Committees, supporting robust oversight coverage .
- Engagement: Met ≥75% attendance threshold across Board/committee meetings in FY2025 and FY2024, indicating consistent participation .
- Relevant expertise: Deep operating and product strategy experience in customer contact/collaboration software and security/data privacy aligns with eGain’s domain .
- Policy enhancements: Adoption of a formal clawback policy (Rule 10D‑1 compliant) and explicit anti‑hedging restrictions strengthen pay‑for‑performance and alignment controls .
Potential risks / RED FLAGS
- Section 16 reporting timeliness: Company disclosed late Form 4 filings for historical 9/1/2021 option grants, reported on Dec 31, 2024, including for Mr. Shockley (administrative compliance lapse) .
- Compensation Committee cadence: Only one Compensation Committee meeting held in FY2025 may indicate limited formal review frequency (mitigated by Stock Option Committee actions and Board approvals) .
- Board leadership structure: CEO also serves as Chair; while a Lead Independent Director is in place, combined roles can concentrate authority .
- Related-party exposure (company-wide): No transactions involving Mr. Shockley were disclosed; however, the CEO’s spouse and brother‑in‑law received compensation as employees (approved by CFO), which some investors view as a governance sensitivity area .
Director Compensation Summary (Shockley)
| Fiscal Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2025 | 50,000 | 22,377 (ASC 718 expense) | 72,377 |
| 2024 | 50,000 | 54,892 (ASC 718 expense) | 104,892 |
Related-Party Transactions and Conflicts
- eGain disclosed no related‑party transactions involving Mr. Shockley since July 1, 2024; Compensation Committee Interlocks: none reported .
- Companywide, the CEO’s spouse (employment terminated March 5, 2025) and brother‑in‑law (SVP, Worldwide Customer Success) received compensation in FY2025; the company maintains a policy requiring disinterested director approval and market‑based terms for related‑party dealings .
Say-on-Pay & Shareholder Feedback
- The Compensation Committee noted strong stockholder support in the most recent advisory vote and considers such feedback when setting programs; specific percentages were not disclosed .
Compensation Structure Notes
- Director pay mix is primarily fixed cash with periodic time‑based equity grants; last option grants to directors in Sep 2021 (four‑year vesting), last RSUs in Nov 2023 (vested Nov 2024) .
- Clawback policy applies to executive officers for restatements tied to financial reporting measures; anti‑hedging policy applies to directors/officers/employees .
Section 16 and Insider Trading Compliance
| Item | Disclosure |
|---|---|
| Late filings | Option grants on 9/1/2021 were reported on 12/31/2024 for multiple insiders including Mr. Shockley . |
| Insider trading policy | Prohibits short sales, hedging/monetization, options/derivatives trading on company stock; restricts margin/pledging; requires pre‑clearance; quarterly blackout windows apply . |