Phiroz P. Darukhanavala
EGAINAbout Phiroz P. Darukhanavala
Independent director at eGain since September 2000; age 77; Lead Independent Director since October 2023. He holds a Ph.D. and M.S. in Operations Research from Case Western Reserve University and a B.S. in Mechanical Engineering from IIT Bombay, and is cited for “business financial expertise” and extensive management experience from senior technology and strategy roles at BP p.l.c. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP p.l.c. | Vice President & Chief Technology Officer | Jun 2010–Feb 2015 | Led enterprise technology strategy; complex operations oversight |
| BP p.l.c. | Vice President, Merger & Integration | Not disclosed | Led IT integration for BP-Amoco-ARCO merger |
| BP Exploration (London) | IT Functional Chief | Not disclosed | Technology leadership for exploration unit |
| BP Retail | Chief Information Officer | Not disclosed | CIO for retail operations |
| BP Alaska | Chief Information Officer | Not disclosed | CIO for Alaska operations |
| BP Exploration US | Chief Information Officer | Not disclosed | CIO for US exploration |
| SOHIO | Head of Scientific Systems & Operations Research | Not disclosed | Led scientific systems and OR function |
External Roles
- Served “as a director for several companies,” and held “board roles for high profile industry associations and universities”; specific entities not disclosed in the proxy .
Board Governance
- Independence: Board determined all current directors except the CEO are independent under Nasdaq and SEC rules; Dr. Darukhanavala is independent .
- Lead Independent Director: Serves currently with responsibilities including presiding in the Chair’s absence, liaison between Chair and independent directors, and stockholder liaison when appropriate .
- Committee assignments and chair roles (FY2025 and subsequent updates):
- Audit Committee member (FY2025); after July 2025, Gunjan Sinha appointed chair; Dr. Darukhanavala remains a member .
- Nominating & Corporate Governance Committee: appointed post-July 2025 and serves as chair .
- Compensation Committee: appointed after fiscal year-end to replace Gunjan Sinha as member (Brett Shockley remains chair) .
- Attendance and engagement: Board held 4 regular and 3 special meetings in FY2025; each director attended ≥75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
Committee Roles Table
| Committee | Role | Period |
|---|---|---|
| Lead Independent Director | Lead Independent Director | Since Oct 2023 |
| Audit Committee | Member | FY2025; continued as member post-July 2025 |
| Nominating & Corporate Governance | Chair | Appointed post-July 2025 |
| Compensation Committee | Member | Appointed after FY2025 ended |
Fixed Compensation
- Structure: Non-employee directors receive an annual cash retainer of $50,000; Lead Independent Director receives an additional $10,000; directors reimbursed for meeting expenses. Options last granted to directors in September 2021 (4-year vesting); RSUs last granted in November 2023 and vested in full in November 2024 .
- FY2025 paid amounts (Dr. Darukhanavala): Fees earned/pd in cash $60,000; equity awards recognized $22,377; total $82,377 .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly |
| Lead Independent Director cash fee | $10,000 | Paid quarterly |
| Meeting fees | — | Not disclosed; expenses reimbursed |
| Equity awards (FY2025 recognized) | $22,377 | ASC 718 recognition (excl. forfeitures) |
| Total FY2025 compensation | $82,377 | Sum of cash + equity recognition |
Performance Compensation
- Equity instruments:
- RSUs: last director RSUs granted Nov 2023; vested fully Nov 2024 .
- Options: last director options granted Sept 1, 2021; 4-year vesting; strike $11.36; expiration Sept 1, 2031 .
| Equity Award | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|---|
| Stock Options | 11/6/2015 | 500 | — | $4.34 | 11/6/2025 |
| Stock Options | 9/19/2017 | 70,000 | — | $2.50 | 9/19/2027 |
| Stock Options | 9/1/2021 | 37,500 | 2,500 | $11.36 | 9/1/2031 |
| RSUs (directors) | 11/2023 | — | — | — | Vested fully 11/2024 |
Performance metrics tied to director compensation: None disclosed (director pay is retainer-based with time-based equity) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed |
| Prior public company boards | Not disclosed |
| Non-profit/academic boards | “Board roles for high profile industry associations and universities” (names not disclosed) |
| Interlocks with competitors/customers/suppliers | None disclosed |
Expertise & Qualifications
- Ph.D./M.S. in Operations Research (Case Western Reserve University); B.S. Mechanical Engineering (IIT Bombay) .
- Extensive global oil & gas technology and operations leadership; former VP & CTO of BP; led major IT integration for BP-Amoco-ARCO .
- Board-qualified for financial oversight; Company cites his business financial expertise and extensive management experience .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 112,500 |
| Ownership % of outstanding | <1% (asterisk indicates less than one percent) |
| Options exercisable within 60 days | 110,000 |
| Outstanding options (as of 6/30/2025) – exercisable | 108,000 |
| Outstanding options (as of 6/30/2025) – unexercisable | 2,500 |
| Pledged/hedged shares | None disclosed; company prohibits hedging, short sales, and margin/pledging for insiders |
| Ownership guidelines (directors) | Not disclosed |
Governance Assessment
- Board effectiveness: Elevated independent oversight—Lead Independent Director role with defined responsibilities; Dr. Darukhanavala leads Nominating & Corporate Governance and serves on Audit and Compensation, providing cross-committee visibility into risk, governance, and pay, which strengthens board processes .
- Independence and attendance: Independent status under Nasdaq/SEC and ≥75% meeting attendance for FY2025 support engagement quality .
- Compensation alignment: Director pay is modest, primarily fixed cash plus time-based equity (no meeting fees or perf-based director pay), which limits pay-for-performance leverage but aligns with small-cap software norms; RSUs vested fully in Nov 2024, options outstanding with long-dated expirations provide some ownership alignment .
- Ownership “skin in the game”: Beneficial ownership <1% with most exposure via options; alignment exists but economic stake is limited, typical for independent directors at this market cap .
- Policies mitigating conflicts: Company maintains formal related-party transaction approval policy requiring disinterested director approval and market terms; no related-party transactions involving Dr. Darukhanavala disclosed .
- RED FLAGS: Section 16 reporting noted late filings for older option grants (including a 9/30/2021 grant reported in Dec 31, 2024) across multiple insiders, including Dr. Darukhanavala—procedural lapse but disclosed and corrected .
- Investor sentiment: Compensation program reviews reference strong support in the most recent say-on-pay advisory vote for executives, suggesting no acute governance friction with investors, albeit this pertains to NEOs rather than directors .
Overall: Dr. Darukhanavala’s long tenure, independent leadership, and audit/nominating chair roles bolster governance oversight. Limited direct share ownership is counterbalanced by option exposure. No personal conflicts disclosed; company has robust insider trading and clawback policies for executives, plus anti-hedging/pledging prohibitions applicable to directors, supporting investor confidence .