Sharat Sharan
About Sharat Sharan
Sharat Sharan, age 62, co-founded ON24 in 1998 and has served as Chief Executive Officer and Chair of the Board since incorporation. He holds an MBA from the University of Chicago Booth School of Business, an MS in Computer Science from Virginia Tech, and a BS in Electronics Engineering from NIT Kurukshetra . ON24’s board has a combined Chair/CEO structure with a Lead Independent Director, Anil Arora, and Sharan is classified as a non-independent director . Recent performance: ON24 revenue declined year-over-year from $163.7M in FY2023 to $148.1M in FY2024; EBITDA improved modestly but remained negative (see table) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $163,708,000 | $148,081,000 |
| EBITDA ($USD) | -$49,340,000* | -$43,824,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ON24, Inc. | Co-founder; Chief Executive Officer; Director | 1998–present | Led company formation and strategy; continuous executive leadership |
Prior to ON24: “held numerous management positions in media, entertainment, wireless and telecommunication companies” (entities and years not disclosed) .
External Roles
The proxy biography does not list any current external public company board roles for Sharan .
Fixed Compensation
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $520,000 | $520,000 | $520,000 |
| Target Bonus ($) | $495,000 (per employment letter) | $495,000 | $495,000 |
| Target Bonus % of Salary | 95% (CEO program design) | 95% | 95% |
| Actual Bonus Paid ($) | $419,265 | $412,335 | — |
Other compensation/perquisites: 2024 included $3,692 life insurance premium and $2,712 parking (balance relates to sales award offsite) .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout (CEO) | Vesting |
|---|---|---|---|---|---|
| Net ARR Growth | Weighted mix (not disclosed) | Company-set (not disclosed) | Not disclosed | $412,335 (2024) | N/A |
| Non-GAAP EBITDA | Weighted mix (not disclosed) | Company-set (not disclosed) | Not disclosed | Included in total payout above | N/A |
Design: CEO and CFO annual incentive opportunities are fully tied to net ARR growth and non-GAAP EBITDA (targets/weights not disclosed); the Chief Revenue Officer participates in a commissions plan tied to bookings .
Long-Term Equity Incentives
| Award Type | Grant Date | Target Shares | Vesting | Performance Metric | Payout Mechanics |
|---|---|---|---|---|---|
| RSU | 2022 | 341,404 | Time-based; see RSU agreements | N/A | N/A |
| PSU | 2022 | 341,404 | 3 annual tranches ending 12/31/2023, 12/31/2024, 12/31/2025 | Relative TSR vs benchmark index | 0–200% of target; first two periods capped at 125%; overall cap 200% |
| RSU | 2024 | 484,244 | Time-based; special acceleration terms (see Employment Terms) | N/A | N/A |
| PSU | 2024 | 484,244 | 3 annual tranches ending 12/31/2024, 12/31/2025, 12/31/2026 | Relative TSR vs benchmark index | 0–200% of target; first two periods capped at 125%; overall cap 200% |
Selected outstanding award schedules (as of 12/31/2024):
- RSUs: 322,830 vest in 12 equal quarterly installments beginning 4/29/2024 ; 131,858 vest in 12 equal quarterly installments beginning 1/1/2023 .
- PSUs: 263,714 unearned shares (2023 PSU grant) with tranches ending 12/31/2023–2025; payout based on relative TSR factors described above .
- Options (selected): 450,416 options at $13.33 expiring 12/11/2030 (monthly vesting starting 1/1/2021); several legacy options fully vested with exercise prices ranging $0.86–$2.00 expiring 2025–2030 .
Equity Grant Accounting Values (CEO)
| Year | Stock Awards ($) | Notes |
|---|---|---|
| 2023 | — | No new stock awards shown in SCT |
| 2024 | $7,370,198 | Aggregate grant-date fair value under ASC 718 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership | 4,710,444 shares (10.7% of outstanding) |
| Composition | 2,723,069 shares held directly; 1,914,056 options exercisable within 60 days; 73,319 RSUs vesting within 60 days |
| Insider Trading/Ownership Policy | Prohibits short sales, pledging, hedging, or monetization transactions; requires pre-clearance, establishes blackout windows; permits Rule 10b5-1 plans |
Pledging: Company policy prohibits pledging of ON24 stock by insiders .
Employment Terms
- Employment letter: At-will; base salary $520,000; annual target bonus $495,000 .
- Severance (without cause or involuntary termination):
- Base case: 12 months base salary; 100% of target bonus; pro rata target bonus; 12 months COBRA; 75% of then-unvested equity immediately vests; vested awards remain exercisable through scheduled expiry .
- Change-of-control termination (double-trigger window: 90 days before to 1 year after CoC): 18 months base salary; 150% of target bonus; 18 months COBRA; all unvested equity vests in full .
- Single-trigger acceleration: If a change of control occurs while employed (or within 90 days post-termination under certain circumstances), 75% of then-unvested equity vests immediately prior to closing .
- RSU/PSU agreements supersede certain acceleration terms:
- RSUs: If terminated without Cause or involuntary termination, credited with additional 12 months of service; on CoC, assumed/substituted/accelerated; if terminated 90 days before or within 1 year after CoC, RSUs vest in full .
- PSUs: If service terminates prior to end of the performance period, unvested PSUs forfeited; on CoC, a portion vests based on transaction price and prorated performance period, remainder based on time .
- Definitions: “Cause,” “Involuntary termination,” “Change of control,” “Change-of-control termination” specified in the proxy .
Board Governance
- Roles: Sharan serves as Chair of the Board and CEO; Anil Arora is Lead Independent Director .
- Independence: Board determined Sharan is not independent; all other directors independent under NYSE/SEC standards .
- Committees: Sharan is not listed on audit, compensation, or nominating committees; committee memberships and chairs are independent directors (e.g., Compensation Committee chaired by Dominique Trempont; Audit chaired by Barry Zwarenstein; Nominating chaired by Trempont) .
- Attendance: Board met six times in 2024; all incumbent directors attended at least 75% of combined board and committee meetings; seven directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet regularly without management; presided by Lead Independent Director .
Director Compensation (Context for dual roles)
- Non-employee director compensation policy includes cash retainers (e.g., $50,000 annual board retainer; $40,000 Lead Independent Director; committee fees) and annual RSUs ($175,000) with change-of-control acceleration; initial RSUs for new directors valued at $450,000 vesting over three years .
- As an employee director, Sharan’s compensation is governed by executive pay structures, not the non-employee director policy (policy table lists only non-employee directors) .
Compensation Committee Analysis
- Independence: Compensation Committee members are independent and non-employees under SEC/NYSE rules .
- Consultant: Compensia engaged; committee assessed independence and found no conflicts of interest .
- Equity plan governance: 2021 Equity Incentive Plan allows repricing/cancellation-and-regrant of underwater options without stockholder approval (governance sensitivity) .
Outstanding Equity Awards (CEO, as of 12/31/2024)
| Award | Units / Shares | Exercise Price | Expiration | Vesting Details |
|---|---|---|---|---|
| RSU | 322,830 | — | — | 12 equal quarterly installments starting 4/29/2024 |
| RSU | 131,858 | — | — | 12 equal quarterly installments starting 1/1/2023 |
| PSU | 263,714 (unearned) | — | — | Tranches ending 12/31/2023, 12/31/2024, 12/31/2025; relative TSR |
| PSU | 484,244 (unearned) | — | — | Tranches ending 12/31/2024, 12/31/2025, 12/31/2026; relative TSR |
| Option | 450,416 | $13.33 | 12/11/2030 | 48 equal monthly installments starting 1/1/2021 |
| Option (multiple, fully vested) | 99,836; 313,794; 427,950; 78,863; 409,201; 248,822 | $2.00; $1.23; $1.35; $1.70; $0.89; $0.86 | 2028–2026–2025 | Fully vested |
Market value methodology in proxy uses $6.46 closing price on 12/31/2024 for RSU/PSU valuation .
Related Party Transactions (Governance)
- InfoHorizon, LLC (CEO is CTO’s brother-in-law) provides IT software development; ON24 recorded R&D expenses of $2.6M (2024), $2.7M (2023), $3.0M (2022); reviewed under related-party policy .
- Vanguard Group is >5% holder and a customer in the ordinary course .
Say-on-Pay & Shareholder Feedback
The 2025 proxy does not include say-on-pay results or shareholder feedback discussions; primary executive compensation disclosure provided via Summary Compensation Table and CD&A sections .
Investment Implications
- Alignment: Sharan’s 10.7% beneficial ownership and large in-the-money option inventory indicate significant economic alignment; policy prohibits pledging/hedging, reducing misalignment risk .
- Pay-for-performance: Annual incentive fully tied to net ARR growth and non-GAAP EBITDA; PSUs linked to relative TSR with capped payouts—stronger linkage to shareholder returns. However, specific weights and targets are not disclosed, limiting transparency .
- Supply overhang and selling pressure: Multiple RSU schedules vest quarterly through 2026, and PSUs may settle based on TSR outcomes—this can create periodic supply; trading activity subject to blackout windows and potential 10b5-1 plans per policy .
- Retention and change-of-control economics: Double-trigger protections (18 months salary; 150% target bonus; full acceleration) and single-trigger partial acceleration may support retention but raise dilution risk in a sale scenario .
- Governance risk: 2021 Plan authorizes option repricing without stockholder approval—monitor for any repricings if share price pressure persists .
- Execution risk: Revenue declined in FY2024 and EBITDA remains negative; despite modest EBITDA improvement, fundamental turnaround remains key for incentive realizations tied to ARR growth and TSR .