Egain Corp DEF 14A: Executive Compensation & Equity Awards

TL;DR

Egain Corp DEF 14A out: exec comp & equity awards for FY24 detailed. Focus on prior year award changes.

AI Summary

Egain Corp filed a DEF 14A on October 25, 2024, for the fiscal year ending December 18, 2024. The filing details executive compensation and equity awards for the fiscal years 2022, 2023, and 2024. Key data points include changes in the fair value of outstanding equity awards granted in prior years and equity awards granted in the covered year.

Why It Matters

This filing provides insight into how Egain Corp compensates its top executives and how equity awards are structured, which can influence investor decisions and company performance.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine disclosures, but the details on executive compensation and equity awards can signal management's confidence and future performance expectations.

Key Numbers

• FY2024 — Fiscal Year End (Reporting period for executive compensation details)
• FY2023 — Fiscal Year End (Reporting period for executive compensation details)
• FY2022 — Fiscal Year End (Reporting period for executive compensation details)

Key Players & Entities

• Egain Corp (company) — Filer of the DEF 14A
• 0001066194 (company) — Central Index Key for Egain Corp
• 20241025 (date) — Filing date of the DEF 14A
• 20241218 (date) — Conformed period of report

FAQ

Key Financial Figures

• $0.001 — 1,870 shares of common stock, par value $0.001 per share ("Common Stock"), outstanding

Filing Documents

• egan-20241218xdef14a.htm (DEF 14A) — 745KB
• egan-20241218xdef14a_a002.jpg (GRAPHIC) — 5KB
• egan-20241218xdef14a_a003.jpg (GRAPHIC) — 4KB
• egan-20241218xdef14a_a006.jpg (GRAPHIC) — 3KB
• egan-20241218xdef14a_a010.jpg (GRAPHIC) — 37KB
• egan-20241218xdef14a_a013.jpg (GRAPHIC) — 42KB
• egan-20241218xdef14a_a014.jpg (GRAPHIC) — 48KB
• egan-20241218xdef14a_bg001.jpg (GRAPHIC) — 180KB
• egan-20241218xdef14a_bg002.jpg (GRAPHIC) — 110KB
• 0001558370-24-013682.txt ( ) — 2309KB
• egan-20241218.xsd (EX-101.SCH) — 4KB
• egan-20241218_lab.xml (EX-101.LAB) — 4KB
• egan-20241218_pre.xml (EX-101.PRE) — 3KB
• egan-20241218xdef14a_htm.xml (XML) — 122KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 11

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 Executive Officers 13 Compensation Overview 14 COMPENSATION COMMITTEE REPORT 20 2024 Summary Compensation Table 21 Outstanding Equity Awards at Fiscal Year End 22 Option Exercises During Fiscal Year 2024 23 Equity Awards Issued Subsequent to Fiscal Year 2024 23 Pay Versus Performance 23 PROPOSAL 2 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION 26 PROPOSAL 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 27 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 28 RELATED PARTY TRANSACTIONS 29 Procedures for Approval of Related Party Transactions 29 STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING 30 OTHER MATTERS 30 Table of Contents eGain Corporation 1252 Borregas Avenue, Sunnyvale, California 94089 PROXY STATEMENT Information Concerning Voting and Solicitation This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of eGain Corporation, a Delaware corporation, referred to herein as eGain or the Company, of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of eGain (the "Annual Meeting"), to be held at eGain Corporation—1252 Borregas Avenue, Sunnyvale, CA 94089, on December 18, 2024 at 1:00 p.m., Pacific Time, and any postponement or adjournment thereof. The shares represented by the proxies received in response to this solicitation and not properly revoked will be voted at the Annual Meeting in accordance with the instructions therein. A stockholder who has given a proxy may revoke it at any time before it is exercised by filing with the Secretary of eGain a written revocation or a duly executed proxy bearing a later date or by voting at the Annual Meeting. On the matters coming before the Annual Meeting for which a choice has been specified by a stockholder by means of the ballot on the proxy, the shares will be voted accordingly. If no choice is specified, the shares will be voted in ac

: Gender Identity

Part I: Gender Identity Directors 1 4

: Demographic Background

Part II: Demographic Background African American or Black Alaskan Native or Native American Asian 3 Hispanic or Latinx Native Hawaiian or Pacific Islander White 1 LGBTQ+ Did Not Disclose Demographic Background 1 Board Leadership The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board of Directors believes it is in the best interests of eGain and its stockholders to evaluate such roles from time to time based on the composition of the Board of Directors and on the input from our independent directors. The Board of Directors has determined that having eGain's Chief Executive Officer serve as Chairman of the Board is in the best interests of the Company's stockholders at this time. Our Board of Directors believes that this structure makes the best use of the Chief Executive Officer's extensive knowledge of the Company and its industry, and fosters greater communication between the Company's management and the Board of Directors. The Board of Directors also recognized the importance of strong independent board leadership. For that reason, the Board of Directors established the position and responsibilities of Lead Independent Director. Dr. Darukhanavala currently serves as Lead Independent Director. Responsibilities of the Lead Independent Director include presiding over board meetings in the absence of the Chairman of the Board, serving as a liaison between the Chairman of the Board and the independent directors, acting as a liaison to stockholders under appropriate circumstances, and performing such other functions and responsibilities as requested by the Board of Directors from time to time. Board of Directors - Risk Oversight General Risks Companies, including eGain, face a variety of risks, including credit risk, liquidity risk, currency exchange risk and operational risk. For a detailed discussion of these risks, we encourage you to review the 2024 Ann

View Full Filing

View this DEF 14A filing on SEC EDGAR