Gunjan Sinha
EGAINAbout Gunjan Sinha
Gunjan Sinha, age 58, is a co‑founder of eGain and has served on the Board since 1997; he was President from January 1998 to September 2003 and served as Lead Independent Director from September 2021 to October 2023 . He is currently an independent director and, following July 2025, was appointed Audit Committee chair with the Board determining he is an “audit committee financial expert”; the Board has found all directors other than the CEO to be independent under Nasdaq and SEC rules . Education: BS in Computer Science (IIT Delhi), MS in Computer Science (UC Santa Cruz), and MS in Engineering Management (Stanford) . Beneficial ownership: 929,295 shares, or 3.4% of outstanding, including options exercisable within 60 days; percent based on 27,019,335 shares outstanding .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eGain Corporation | President | Jan 1998–Sep 2003 | Co‑founder; senior operating role |
| WhoWhere? Inc. | President | May 1995–Apr 1997 | Co‑founder; led internet services company |
| Olivetti Advanced Technology Center | Hardware developer (multiprocessor servers) | Pre‑1995 | Technical hardware development |
| Parsec Technologies, Inc. | Co‑founder | Jun 1994 | Co‑founded call center company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MetricStream Inc. | Executive Chairman; Chairman beginning 2025 | Since Jan 2004; Chair role from 2025 | Governance, risk & compliance software leader |
| Regalix Inc. | Chairman | Since 1998 | Digital marketing company |
| Open Growth, LLC | Chairman | Since Jan 2014 | Technology holding/incubation entity |
Board Governance
- Independence: Board determined that all current directors except the CEO are independent (Sinha is independent) .
- Lead Independent Director: Sinha served as Lead Independent Director Sep 2021–Oct 2023; responsibilities include presiding in the Chair’s absence and serving as liaison to independent directors and stockholders .
- Attendance: The Board held 4 regular and 3 special meetings in FY2025; each director attended or participated in 75%+ of Board and applicable committee meetings. All directors attended the 2024 annual meeting virtually .
- Committee assignments and chair roles (FY2025 and subsequent changes):
| Committee | Role (Gunjan Sinha) | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Appointed member and chair after July 2025; “audit committee financial expert” | 4 (FY2025) | Took chair role after passing of former chair; Board designated him financial expert |
| Compensation Committee | Member (Chair: Brett Shockley) | 1 (FY2025) | Sinha stepped down after FY2025; Darukhanavala appointed thereafter |
| Nominating & Corporate Governance | Chair (with Christine Russell as member) | 1 (FY2025) | Post‑July 2025, Brett Shockley and Darukhanavala joined; Darukhanavala became chair |
| Stock Option Committee | Member (with CEO Ashutosh Roy) | 10 actions (FY2025) | Grants to non‑officer employees/service providers |
- Risk oversight: Audit Committee oversees data privacy and cybersecurity; CISO reports at least annually; Board receives cybersecurity updates and directs management on risk integration .
Fixed Compensation
- Structure: Non‑employee directors receive an annual cash retainer of $50,000; last director RSUs were granted Nov 2023 and vested fully in Nov 2024; last director options were granted Sept 2021 and vest over 4 years; directors are reimbursed for meeting expenses. Lead Independent Director received an additional $10,000 cash fee in FY2025 (for Darukhanavala), but Sinha did not hold this role in FY2025 .
| Component | FY2025 Amount (Gunjan Sinha) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly |
| Equity awards (recognized for accounting) | $22,377 | ASC 718 accounting value; RSUs last granted Nov 2023 vested Nov 2024 |
| Total director compensation | $72,377 | Cash + equity recognition |
| Meeting fees | None disclosed; expenses reimbursed | — |
| Lead Independent Director cash fee | Not applicable to Sinha in FY2025 | FY2025 LID fee ($10,000) paid to Darukhanavala |
- Outstanding director option awards as of June 30, 2025:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 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 | — | — |
Performance Compensation
| Metric | Use in Director Compensation |
|---|---|
| Performance‑based metrics (e.g., revenue, EBITDA, TSR) | Not disclosed for non‑employee director compensation; director equity awards (Nov 2023 RSUs) vest time‑based |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| MetricStream Inc. | Private | Executive Chairman/Chairman | No related‑party transactions with eGain disclosed |
| Regalix Inc. | Private | Chairman | No related‑party transactions with eGain disclosed |
| Open Growth, LLC | Private | Chairman | No related‑party transactions with eGain disclosed |
| Other public company boards | — | None disclosed in proxy | — |
Expertise & Qualifications
- Technology entrepreneur and operator with extensive founding and investing experience; prior roles include President of WhoWhere?, co‑founder of Parsec, hardware developer at Olivetti .
- Audit Committee financial expert designation by the Board (post‑July 2025) .
- Education: BS (IIT Delhi), MS-CS (UC Santa Cruz), MS in Engineering Management (Stanford) .
- External thought leadership in GRC/AI via MetricStream; executive profile corroborated by company sources .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 929,295 shares |
| % of outstanding shares | 3.4% (base: 27,019,335 shares as of Oct 13, 2025) |
| Options exercisable within 60 days | 110,000 shares (footnote) |
| Options exercisable/unexercisable (6/30/2025) | 108,000 exercisable; 2,500 unexercisable |
| Pledging/hedging policies | Company policy prohibits hedging/derivative trading and restricts margin/pledging; pre‑clearance and blackout compliance required |
| Shares pledged as collateral | None disclosed in proxy “Related Party Transactions” and ownership sections |
Governance Assessment
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Alignment: Sinha is a meaningful shareholder (3.4%), with substantial historical options; combined with long tenure, this provides economic alignment, albeit with founder‑insider background .
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Independence and oversight: Despite founder status and prior officer role, the Board deems him independent and appointed him Audit Committee chair and financial expert post‑July 2025—an unusual but explicit designation addressing qualifications for financial oversight .
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Engagement: Attendance met the 75%+ threshold; he served on and chaired multiple committees (Compensation member in FY2025; Nominating/Governance chair; Audit chair thereafter; Stock Option Committee member), indicating active governance participation .
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Shareholder sentiment signals: 2024 election votes show higher “withhold” votes for Sinha relative to peers (For 15,277,540; Withheld 9,418,161), while others received markedly higher “for” counts—suggesting elevated investor scrutiny of his candidacy versus peers. Say‑on‑pay passed strongly (For 22,057,498; Against 2,613,249; Abstain 24,954) .
2024 Director Election (Dec 18, 2024) For Withheld Broker Non‑Votes Gunjan Sinha 15,277,540 9,418,161 1,692,779 Ashutosh Roy 22,078,882 2,616,819 1,692,779 P.P. Darukhanavala 21,667,575 3,028,126 1,692,779 Brett Shockley 22,188,488 2,507,213 1,692,779 Christine Russell 22,001,222 2,694,479 1,692,779 2024 Say‑on‑Pay Results For Against Abstain Broker Non‑Votes Advisory vote on executive compensation 22,057,498 2,613,249 24,954 1,692,779 -
Conflicts/related‑party exposure: Proxy discloses related‑party employment involving the CEO’s spouse and brother‑in‑law; no transactions involving Sinha were disclosed since July 1, 2024—supporting low conflict risk for Sinha during the period .
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Compliance red flag: The company reported delinquent Section 16 filings—option grants from September 30, 2021 were reported on December 31, 2024 for multiple insiders including Sinha—indicating a reporting timeliness issue to monitor .
Overall, Sinha exhibits strong domain expertise and deep company knowledge with material ownership and broad committee service. Investor scrutiny in the 2024 vote and the late Section 16 reporting event warrant continued monitoring, but no specific related‑party conflicts involving Sinha were disclosed in the latest proxy period .