OOMA INC
For the period ended Apr 18, 2024. Filed Apr 18, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 18, 2024 · Filed Apr 18, 2024
Contents
Pay Versus Performance
This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the compensation committee evaluates compensation decisions.
| Value of Initial Fixed $100 Investment Based On:(5) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2)(4) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Losses (in millions) | Total Revenue (in millions)(6) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | $4,350,306 | $2,786,861 | $1,052,632 | $833,134 | $82.41 | $91.58 | $(0.84) | $236.74 |
| 2023 | $4,968,334 | $2,919,461 | $1,031,729 | $778,606 | $109.44 | $91.34 | $(3.66) | $216.17 |
| 2022 | $4,736,784 | $6,835,673 | $1,205,006 | $1,070,882 | $137.40 | $112.67 | $(1.75) | $192.29 |
| 2021 | $2,971,584 | $3,514,742 | $906,875 | $1,001,831 | $102.59 | $109.92 | $(2.44) | $168.95 |
(1)
The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023, 2022 and 2021:
| Year | PEO | Non-PEO NEOs |
| 2024 | Eric B. Stang | Shig Hamamatsu, Jenny Yeh, James Gustke, Namrata Sabharwal |
| 2023 | Eric B. Stang | Shig Hamamatsu, Jenny Yeh, James Gustke, Namrata Sabharwal |
| 2022 | Eric B. Stang | Shig Hamamatsu, Jenny Yeh, Ravi Narula (our former Chief Financial Officer), James Gustke |
| 2021 | Eric B. Stang | Jenny Yeh, Ravi Narula, James Gustke |
(2)
The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation– 2024 Summary Compensation Table” for additional information).
(3)
The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Stang in accordance with the Pay Versus Performance Rules:
| Fiscal Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Compensation Actually Paid to PEO |
|---|---|---|---|---|---|---|---|
| 2024 | $4,350,306 | $(3,287,500) | $2,197,813 | $(802,105) | $582,344 | $(253,995) | $2,786,861 |
| 2023 | $4,968,334 | $(3,769,900) | $2,550,940 | $(728,655) | $562,501 | $(663,759) | $2,919,461 |
| 2022 | $4,736,784 | $(3,403,800) | $3,060,181 | $714,295 | $754,432 | $973,780 | $6,835,673 |
| 2021 | $2,971,584 | $(1,660,000) | $1,745,798 | $35,393 | $433,091 | $11,123 | $3,514,742 |
(4)
The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules:
| Equity Award Adjustments | |||||||
|---|---|---|---|---|---|---|---|
| Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Compensation Actually Paid to Non-PEO NEOs |
| 2024 | $1,052,632 | $(526,000) | $351,650 | $(108,604) | $93,175 | $(29,719) | $833,134 |
| 2023 | $1,031,729 | $(484,010) | $338,586 | $(98,820) | $74,485 | $(83,363) | $778,606 |
| 2022 | $1,205,006 | $(871,608) | $530,521 | $43,493 | $62,442 | $101,027 | $1,070,882 |
| 2021 | $906,875 | $(345,087) | $357,662 | $5,713 | $78,289 | $(1,622) | $1,001,831 |
(5)
In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group total shareholder return (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100 on January 31, 2020, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the NASDAQ Telecommunications Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended January 31, 2024.
(6)
We have determined that Total Revenue, is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for fiscal year 2024, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules).
Tabular Disclosure of Most Important Performance Measures
In accordance with the Pay Versus Performance Rules, the following table lists the measures that, in the Company’s assessment, represent the most important financial performance measures used to link “compensation actually paid” to the Company’s NEOs, for fiscal year 2024, to Company performance, as further described in “Elements of Our Executive Compensation Program”.
Most Important Performance Measures
Total Revenue
Adjusted EBITDA
Relationship Between “Compensation Actually Paid” and Performance Measures
In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to the NEOs aligns with the Company’s financial performance as measured by TSR, net losses, and Total Revenue, as well as a comparison of TSR and Peer Group TSR
Compensation Actually Paid and Company TSR
Compensation Actually Paid vs. Company TSR
Compensation Actually Paid and Net Losses
Compensation Actually Paid vs. Net Losses
Compensation Actually Paid and Total Revenue
Compensation Actually Paid vs. Total Revenue
TSR of the Company and TSR of the Peer Group
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