Rao J. Chandrasekhar
EGAINAbout Rao J. Chandrasekhar
Rao J. Chandrasekhar (also known as J.C. Rao) is Senior Vice President, Products and Services at eGain, appointed on September 30, 2024. He joined eGain in August 1999 and previously led Services, Support, and Operations (since November 2022), with earlier leadership roles in product management and engineering; he holds a B.Tech from IIT Madras and an M.S. from the University of Texas, Austin, and is age 62 . Company pay-versus-performance and TSR context during FY2023–FY2025: eGain’s net income rose to $32.3M in FY2025 from $7.8M in FY2024 and $2.1M in FY2023, while the value of an initial $100 TSR investment tracked at $65 (FY2023), $55 (FY2024), and $64 (FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eGain Corporation | Senior Vice President, Products and Services | Sep 2024–present | Oversees products and services portfolio across operations (appointed 9/30/2024) |
| eGain Corporation | Senior Vice President, Services, Support, and Operations | Nov 2022–Sep 2024 | Led services/support/operations, customer delivery and quality focus |
| eGain Corporation | Leadership roles in product management and engineering | 1999–Nov 2022 | Long-tenured product and engineering leadership contributing to product delivery and operational efficiencies |
External Roles
No external public company directorships or outside roles disclosed in the proxy .
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base Salary ($) | 325,000 |
| Base Salary Adjustment vs FY2024 (%) | 12.07% |
| Non-Equity Incentive Plan Compensation ($) | 35,000 |
| All Other Compensation ($) | 5,337 (401(k) employer match) |
| Total Compensation ($) | 446,187 |
Notes:
- As of June 30, 2025, base salaries were reviewed; Rao’s base was adjusted in connection with his service as an executive officer beginning September 30, 2024 .
- Executives participate in standard employee benefits; no executive-specific perquisites programs are maintained .
- 401(k) plan matching policy for FY2025: 50% of employee contributions up to 6% of eligible compensation .
Performance Compensation
Annual Cash Incentive Structure (FY2025)
| Component | Metric(s) | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Non-Equity Incentive Plan | Company performance: new ARR bookings, revenues, operating income, cash flow, cash balances, DSO; operational metrics: customer satisfaction, retention, efficiencies, product delivery/quality | 50% of target tied to Company performance | Not disclosed | Not disclosed | 35,000 | N/A |
| Commission Plan (for relevant roles) | Corporate targets: total revenue, SaaS revenue, SaaS ARR, professional services invoiced | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A |
Program details:
- FY2025 plan design ties a significant portion (50%) of NEO targets to Company performance across the listed financial metrics; commission plan metrics are also financial in nature (SaaS-driven) .
Equity Awards (Options)
| Grant Date | Shares Subject to Option (#) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| 9/19/2017 | 61,003 | 61,003 | — | 2.50 | 9/19/2027 | Monthly over 4 years, subject to continuous service; acceleration only if covered by a change-in-control/severance agreement (Rao is not) |
| 9/1/2021 | 60,000 | 56,250 | 3,750 | 11.36 | 9/1/2031 | Monthly over 4 years, subject to continuous service; acceleration only if covered by agreement |
| 11/15/2024 | 50,000 | 7,291 | 42,709 | 5.24 | 11/15/2034 | Monthly over 4 years, subject to continuous service |
| 12/9/2024 | 15,000 | — | 15,000 | 5.71 | 12/9/2034 | One-time vest on Nov 15, 2025 per proxy; initial 8-K specified Sept 1, 2025 vest; proxy filing appears to supersede |
| Option Awards Fair Value Recognized (FY2025, $) |
|---|
| 80,850 |
Program details:
- Equity program primarily uses stock options, with limited RSUs; for NEOs as of FY2025, only options were outstanding; exercise prices set at Nasdaq closing price at grant .
- Grants are generally not timed around material nonpublic information; blackout policies apply around quarter-ends and earnings .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 149,861 (includes options exercisable within 60 days) |
| Beneficial Ownership (% of Outstanding) | <1% (asterisk indicates less than one percent) |
| Options Exercisable (within 60 days of Oct 13, 2025) | 148,503 |
| Options Exercisable vs Unexercisable (as of 6/30/2025) | 124,544 vs 61,459 |
| Shares Pledged as Collateral | Prohibited by insider trading policy; no pledging disclosed |
| Hedging/Derivatives | Prohibited under anti-hedging policy |
| Ownership Guidelines | Not disclosed |
Insider trading and reporting:
- Section 16(a) reporting: Option grant on Nov 15, 2024 reported on Feb 28, 2025; options granted on Dec 9, 2024 reported on Dec 12, 2024 (Company notes these filings) .
Employment Terms
| Term | Details |
|---|---|
| Employment Start at eGain | August 1999 |
| Current Role Start | September 30, 2024 (SVP, Products & Services) |
| Change-in-Control/Severance Agreement | Not included; as of June 30, 2025, Rao was not eligible to participate in change-in-control/severance benefits |
| General CIC Agreement Terms (for executives who have one) | If terminated without cause or resign for good reason within 12 months post-CIC: lump sum equal to 6 months base salary + 50% of target bonus; 6 months’ vesting acceleration; up to 6 months COBRA reimbursement; with 280G cutback to maximize after-tax benefits—Rao does not have this agreement |
| Severance absent CIC | NEOs are not entitled to severance absent CIC; Rao not eligible |
| Clawback Policy | Adopted Oct 2, 2023; recoupment of excess incentive comp upon accounting restatements under Nasdaq Rule 10D-1, covering prior three fiscal years |
| Anti-Hedging/Margin/Pledging | Short sales, margin purchases, hedging/monetization, options/derivatives trading prohibited; margin accounts and pledged securities prohibited |
| Non-Compete/Non-Solicit/Garden Leave | Not disclosed |
| Deferred Compensation/Pension | No non-qualified deferred comp; no defined benefit pension plans; 401(k) with matching as noted |
Performance & Track Record
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Income ($ thousands) | 2,109 | 7,780 | 32,254 |
| Value of Initial $100 Investment (Company TSR) ($) | 65 | 55 | 64 |
Additional context:
- Compensation Committee indicated strong stockholder support on the latest say-on-pay advisory vote; CEO provides recommendations for NEOs other than himself, with committee approval .
Compensation Structure Analysis
- Mix: FY2025 pay tilts toward cash salary plus annual cash incentives with meaningful equity via options; no RSUs outstanding for Rao as of FY2025, consistent with company’s majority-option approach .
- Risk alignment: Anti-hedging and no pledging policies reduce misalignment risk; clawback policy strengthens pay-for-performance discipline .
- Target rigor: FY2025 non-equity plan ties 50% of target to Company financial metrics (ARR, revenue, operating income, cash flow, DSO) and operational outcomes; commission plan metrics reinforce SaaS growth focus .
- Equity vesting pressure: Monthly vesting across multi-year grants and a single-date vest for the Dec 9, 2024 grant (proxy: Nov 15, 2025; initial 8-K: Sept 1, 2025) may create discrete windows for potential exercises/sales, subject to trading windows and policy constraints .
Risk Indicators & Red Flags
- Section 16(a) timeliness: One late Form 4 for Nov 15, 2024 option grant (reported Feb 28, 2025) highlighted in proxy disclosure .
- Hedging/pledging: Prohibited; reduces alignment risk, but enforcement of policies should be monitored .
- CIC/Severance optics: Rao lacks CIC/severance agreement; alignment with shareholder interests via at-risk equity remains, but absence of CIC benefits reduces acceleration risk and golden parachute optics .
Compensation Peer Group & Governance
- Peer benchmarking: Committee considers comparable companies’ annual revenues, market size, and other relevant factors; compensation may rise above range for retention needs or extraordinary performance .
- Say-on-Pay: Most recent advisory vote strongly supported executive compensation program .
- Benefits: Executives participate in standard benefits; no executive-specific perquisites .
Investment Implications
- Alignment: Rao’s compensation emphasizes options with multi-year vesting, cash incentives tied to ARR/revenue/operating metrics, and strict anti-hedging/pledging and clawback policies—supportive of long-term value alignment .
- Retention and selling pressure: Ongoing monthly vesting across multiple grants and a notable single vest in late 2025 could create episodic exercise/sale opportunities; absence of CIC/severance for Rao reduces accelerated vesting risk on control changes .
- Ownership: Beneficial ownership is <1%; substantial portion is option-based (exercisable within 60 days). Monitor upcoming vest dates and trading window policies for potential liquidity events .
- Performance backdrop: FY2025 profitability inflection (net income $32.3M) and steady TSR context strengthen pay-versus-performance narrative, but ongoing scrutiny of incentive rigor and disclosures (e.g., targets/actuals) is warranted for forecasting execution risk .