DEF 14A of Ooma Inc, Apr 14, 2023

DEF 14A of Ooma Inc

Filed Apr 14, 2023 · FY20230000950170-23-012930

Open on EDGAR

  1. Directors

    Directors The following table sets forth, as of April 12, 2023, the names, ages and positions of our directors who will continue in office after the Annual Meeting:

  2. Directors

    | Name | Age | Position | Director Since | Current Term Expires | Expiration of Term for which Nominated | | Directors with Terms expiring at the Annual Meeting (Nominees) | | | | | | | Susan Butenhoff | 63 | Director and Director Nominee(1)(2) | 2016 | 2023 | 2026 | | Russ Mann | 54 | Director and Director Nominee(1)(3) | 2009 | 2023 | 2026 | | Continuing Directors | | | | | | | Andrew H. Galligan | 66 | Director(3) | 2014 | 2024 | | | Judi A. Hand | 61 | Director(2) | 2020 | 2024 | | | William D. Pearce | 60 | Director(1) | 2013 | 2024 | | | Peter Goettner | 59 | Director (2)(3) | 2013 | 2025 | | | Eric Stang | 63 | Director, President and Chief Executive Officer | 2009 | 2025 | | | Jenny Yeh | 49 | Director, Vice President and General Counsel | 2021 | 2025 | |

  3. Directors

    (1) Member of Compensation Committee (2) Member of Nominating and Governance Committee (3) Member of Audit Committee

  4. Nominees for Director

    Nominees for Director Susan Butenhoff has served on our Board of Directors since July 2016. Ms. Butenhoff served as Founder, President and CEO at Access Communications from its founding in 1991 to February 2018. Ms. Butenhoff has worked as a business consultant since March 2018. In 2008, she sold Access Communications to Ketchum Public Relations, one of the world’s largest public relations firms and a member of Omnicom. From August 2014 to January 2017, Ms. Butenhoff also served as the Global Tech Director for Ketchum Public Relations. Ms. Butenhoff holds a Bachelor of Arts from University of Sussex, England and an MPhil in International Relations from the University of Cambridge. The Board believes that Ms. Butenhoff’s leadership and business experience qualify her to serve as a director of the Company. She possesses a proven track record of effectively assisting companies, including leading technology companies, with establishing brand recognition and consumer product power brands. She also brings vast experience in the public relations and communications arena. Russ Mann has served on our Board of Directors since September 2009. From January 2019 to November 2022, he served as Chief Executive Officer and as a board member of WineBid, an online auction market for vintage wine. He was also an investor and Chairman of the Board of Directors of Demandstar, a B2B marketplace, from June 2018 to May 2022. From January 2017 until acquisition in November 2017 by Deltek, a Roper company, Mr. Mann was CEO of Onvia, then a publicly traded company providing B2G commerce intelligence and database information services to businesses. From May 2016 until January 2017, he was Chief Marketing Officer and SVP of Outerwall’s EcoATM kiosk network as well as General Manager of Gazelle.com, a leader in the purchase and sale of used cell phones and electronics, until Outerwall's acquisition by Apollo Management Group. He was CMO of Nintex USA LLC, a mid-market workflow software and services company from November 2014 to November 2015. Mr. Mann was Chairman and Chief Executive Officer of Covario, Inc., an advertising technology and digital marketing agency from January 2006 to May 2014. Covario specialized in the online marketing of consumer electronics and financial services and was acquired by Dentsu. Mr. Mann holds a B.A. in Asian Studies from Cornell University and an M.B.A. from Harvard Business School. Our Board of Directors believes that Mr. Mann is qualified to serve as a member of our Board of Directors because of his extensive business experience, skills and acumen developed as a senior executive at companies operating in the technology industry, as well as his experience serving as the chairman of a board of directors.

  5. Continuing Directors

    Continuing Directors Andrew H. Galligan has served on our Board of Directors since December 2014. Mr. Galligan is currently a private investor. From May 2010 to July 2020, Mr. Galligan served as Vice President of Finance and Chief Financial Officer of Nevro Corp., a medical device company. He served as our Vice President of Finance and Chief Financial Officer from February 2009 to May 2010, and as a consultant for our Company from September 2010 to December 2014. From 2007 to 2008, Mr. Galligan served as Vice President of Finance and CFO of Reliant Technologies, Inc., a medical device company (later acquired by Solta Medical, Inc.). Mr. Galligan has also held the top financial executive position at several other medical device companies and began his career in various financial positions at KPMG LLP and Raychem Corp. Mr. Galligan received a B.B.S. in Business and Finance from Trinity College, Dublin University (Ireland) and is also a Fellow of the Institute of Chartered Accountants in Ireland. Our Board of Directors believes that Mr. Galligan’s financial expertise, including his numerous years of experience as chief financial officer and financial consultant of publicly traded and privately held companies, brings financial and accounting knowledge to our Board and qualifies him to serve as one of our directors. Judi A. Hand has served on our Board of Directors since June 2020. Since January 2017, Judi Hand is executive vice president and chief revenue officer of TTEC Holdings in Englewood, Colorado, a global customer experience technology and services company serving many of the world’s most iconic and disruptive brands, with 62,700 employees on six continents. Ms. Hand also serves on the board of Sovrn, an online publisher technology platform, since February 2022. In addition, from April 2007 to December 2017, Ms. Hand was President and General Manager of TTEC Customer Growth Services, formerly Revana and Direct Alliance. With more than 25 years of sales and marketing experience, she has held senior positions at telecom industry leaders including AT&T, Northwestern Bell, US West and Qwest. From May 2014 to May 2017, Judi was an independent board member at Manitoba Telecom Services / Allstream. She holds an M.S. degree in management from Stanford University and a B.A. in communications and marketing from the University of Nebraska. Our Board of Directors believes that Ms. Hand is qualified to serve as a director because of her extensive corporate experience. She also brings valuable expertise in corporate governance to our Board of Directors and nominating and corporate governance committee. William D. Pearce has served on our Board of Directors since March 2013, and as our Lead Non-Management Director since June 2017. He is currently a member of the Board of Directors of Algonomy Software Private Limited (formerly RichRelevance, Inc.), a personalized shopping experience firm, a director of SpendGo, Inc., a marketing solutions company for restaurants and retailers, and Marketing Faculty at the Haas School of Business at the University of California, Berkeley. From 2012 to 2014, Mr. Pearce was Partner and Marketing Practice Director at The Partnering Group, a global consumer products and retail management consulting firm. From 2008 to 2011, he was Senior Vice President and Chief Marketing Officer at Del Monte Foods, Inc., a food production and distribution company. Mr. Pearce previously served as President and Chief Executive Officer of Foresight Medical Technology LLC, a medical devices company, from 2007 to 2008; Chief Marketing Officer at Taco Bell Corp., a fast food restaurant company and subsidiary of the firm Yum! Brands, Inc., from 2004 to 2007; and Vice President Marketing at Campbell Soup Company, a food manufacturer, from 2003 to 2004. Mr. Pearce holds a B.A. in Economics from Syracuse University and an M.B.A. from the S.C. Johnson Graduate School of Management, Cornell University. Our Board of Directors believes that Mr. Pearce is qualified to serve as a director based on his prior experience as an executive at several publicly-traded companies and his considerable experience as a board member of several privately-held companies. Peter J. Goettner has served on our Board of Directors since March 2013. Mr. Goettner has been the General Partner of Worldview Technology Partners, Inc., a venture capital firm, since June 2004. He has been the Founder and Chairman of Crosschq, Inc., an IT security company, since November 2017. Mr. Goettner was previously Founder and Chief Executive Officer of DigitalThink, Inc., an enterprise e-learning solutions company, for seven years. Mr. Goettner holds a B.S. in Computer Engineering from the University of Michigan and an M.B.A. from the Haas School of Business at the University of California, Berkeley. Our Board of Directors believes that Mr. Goettner brings to our Board of Directors extensive experience in the technology industry and his service on a number of boards provides an important perspective on operations and corporate governance matters, and qualifies him to serve as one of our directors. Eric B. Stang has served as our President and Chief Executive Officer and as a member of our Board of Directors since January 2009 and as Chairman of our Board of Directors since December 2014. He is currently a member of the Board of Directors of Rambus Inc., a technology licensing company, a member of the Board of Directors of Avalanche Technology, Inc., a memory technology company, and a member of the board of directors of UltraSense Systems, a touch sensor solutions company. Mr. Stang was previously a director of InvenSense, Inc., a MEMS semiconductor company, from 2014 to 2017, and Solta Medical, Inc., a medical aesthetics company, from 2008 to 2014. From 2006 to 2008, Mr. Stang was President and Chief Executive Officer and a member of the board of directors of Reliant Technologies, a developer of medical technologies for aesthetic applications. From 2001 to 2006, he was President and Chief Executive Officer of Lexar Media, Inc., a solid-state memory products company and currently a subsidiary of Micron Technology. Mr. Stang also served as Chairman of the Board of Directors of Lexar Media from 2004 to 2006. Mr. Stang holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard Business School. Our Board of Directors believes that Mr. Stang is qualified to serve as a director because of his operational and historical expertise gained from serving as our President and Chief Executive Officer, his extensive public and private company board experience, and his experience as an executive in the technology industry. Our Board of Directors also believes that he brings continuity to the Board of Directors. Jenny C. Yeh has served on our Board of Directors since January 2021, and has been our Vice President and General Counsel since December 2018. Prior to joining us, she served as Senior Vice President and General Counsel from November 2017 to December 2018, and as Vice President and General Counsel from October 2015 to November 2017, of Sphere 3D Corp., an information technology company. From September 2011 to March 2015, Ms. Yeh served as Executive Counsel, Transactions and Finance, at General Electric Company, a global power, renewable energy, aviation, healthcare and finance company, where she was a senior legal advisor to GE Corporate business development group, supporting global corporate strategy and transactions across all GE industrial businesses worldwide. From 2007 to 2011, Ms. Yeh was a corporate partner at Baker & McKenzie LLP, where she advised clients in general corporate and securities matters, with a specialization in complex cross-border transactions. Ms. Yeh holds a Juris Doctorate from Georgetown University Law Center, and Bachelor of Arts degrees from the University of California at Berkeley.

  6. Continuing Directors

    Our Board of Directors believes that the extensive experience in the legal and technology industries Ms. Yeh brings to our Board of Directors qualifies her to serve as one of our directors. Our Board of Directors also believes that she brings an important perspective on risk management and compliance issues to the Board.

  7. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. In evaluating the suitability of individual candidates, our nominating and governance committee may take into account many factors, including, without limitation, diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance; experience relevant to the Company’s industry and with relevant social policy concerns; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; practical and mature business judgment; any statutory or listing requirements and any other relevant qualifications, attributes or skills. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee may also consider such other factors as it may deem desirable, from time to time, and are in our and our stockholders’ best interests. The policy of our nominating and governance committee is to consider properly submitted stockholder recommendations for candidates for membership on the Board. In evaluating such recommendations, the nominating and governance committee will address the membership criteria set forth above. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full Board of Directors the director nominees for selection.

  8. Outside Director Compensation

    Outside Director Compensation The following table summarizes compensation paid to our non-employee directors during the fiscal year ended January 31, 2023.

  9. Outside Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Total ($) | | Susan Butenhoff | 51,500 | 159,651 | 211,151 | | Andrew H. Galligan | 57,500 | 159,651 | 217,151 | | Peter J. Goettner | 51,500 | 159,651 | 211,151 | | Judi A. Hand | 41,500 | 159,651 | 201,151 | | Russ Mann | 53,500 | 159,651 | 213,151 | | William D. Pearce | 64,500 | 159,651 | 224,151 |

  10. Outside Director Compensation

    (1) The amount reported represents the fees earned for service on the Board of Directors and committees of the Board of Directors during fiscal 2023. (2) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to our non-employee directors during fiscal 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for restricted stock units is measured based on the closing price of the Company’s common stock on the date of grant. See Note 2 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023 titled “Significant Accounting Policies.” (3) As of January 31, 2023, each non-employee director held 11,355 unvested restricted stock units. (4) As of January 31, 2023, the number of shares underlying stock options (all of which were fully vested and exercisable) held by each non-employee director was: Ms. Butenhoff (0); Mr. Galligan (35,000); Mr. Goettner (10,000); Ms. Hand (0), Mr. Mann (0); and Mr. Pearce (0). Directors who are also our employees receive no additional compensation for their service as a director. During the fiscal year ended January 31, 2023, two current directors, Mr. Stang, our President, Chief Executive Officer and Chairman of the Board, and Ms. Yeh, our Vice President and General Counsel, were employees. Their compensation is discussed in “Executive Compensation.” Our compensation committee, having been advised by Compensia and taking into account the fact that the level of non-employee director compensation had not changed since June 2015, recommended modifications to compensation for non-employee directors. In December 2021, our Board of Directors approved effective as of the beginning of fiscal 2023 that the annual cash retainer be increased from $30,000 to $40,000 and the annual equity grant for non-employee directors be increased from a fair value of $125,000 to $150,000 to maintain the competitive positioning of overall director compensation relative to the market. There were no other significant changes to the terms of the compensation for non-employee directors.

  11. Fiscal 2023 Compensation Highlights

    Fiscal 2023 Compensation Highlights In fiscal 2023, our compensation committee evaluated executive officer compensation, including cash and equity compensation, and largely maintained the same executive compensation program it implemented in fiscal 2022. In fiscal 2023, the key highlights of our executive compensation program included: • Compensation Peer Group. We utilized a compensation peer group to ensure our executive compensation is comparable and competitive relative to similar companies. • Base Salary and Bonus Targets. We increased base salaries for Messrs. Gustke and Hamamatsu and Ms. Yeh and the target bonuses for Mr. Hamamatsu and Ms. Yeh increased as a percentage of total base salary. • Equity Awards. We granted stock options to Mr. Stang and restricted stock unit (RSU) awards to each of our named executive officers, with four-year vesting schedules to help ensure that equity awards would deliver compensation and retention value closer to that provided by companies in our compensation peer group. • Bonuses Paid Based on Corporate Performance. We exceeded our corporate revenue and EBITDA targets. However, our compensation committee used its negative discretion to reduce bonus payouts to a lower amount than would have been paid pursuant to the pre-established formula under the fiscal 2023 bonus plan (the “Bonus Plan”) to adjust for the favorable impact of the OnSIP Acquisition on achievement of our corporate revenue and EBITDA targets.

  12. Compensation Design

    Compensation Design The compensation arrangements for our executive officers consist of base salary, performance-based cash bonuses, equity awards, and broad-based welfare and health benefit programs. While we offer cash compensation in the form of base salaries and annual cash bonuses, we intend equity compensation to be the central component of our executive compensation program. We emphasize the use of equity to provide incentives for our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. Historically, we have provided equity compensation in the form of stock options and time-based RSU awards that typically vest over multi-year periods. We believe that stock options and RSU awards can align the interests of executive officers with our stockholders and drive a longer-term focus through a multi-year vesting schedule, while managing dilution to existing investors and providing greater transparency and predictability to our executive officers with respect to the value of their compensation. Our compensation committee reviews our executive compensation program at least annually. As part of this review process, our compensation committee applies the objectives described above within the context of our overall compensation philosophy while simultaneously considering the compensation levels needed to ensure our executive compensation program remains competitive. Our compensation committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers. During fiscal 2023, our executive compensation program was designed to emphasize “at risk” or performance-based pay, as reflected in the sum of on-target performance-based cash bonuses plus grant date value of long-term equity awards as a percentage of the value of total on-target compensation (i.e., the sum of annual base salary, annual cash incentive value and grant date value of long-term, equity incentive awards). Our compensation committee targeted total on-target compensation and each of its components with reference to 50th percentiles of the peer group in connection with its annual review. Given the highly competitive talent market, we strive to offer a compensation program that will attract and retain a talented workforce, while taking into consideration the compensation practices of peer companies based on an objective set of criteria. The following table presents total on-target compensation and the on-target value of each of these components for fiscal 2023. For more detail regarding our compensation committee’s decisions, see the narrative under “Elements of Our Executive Compensation Program” below.

  13. Compensation Design

    | | On-Target Compensation* | | | | | Name | Base Salary ($)(1) | Cash Incentive Awards ($)(1) | Equity Incentive Awards ($) | Total ($) | | Eric Stang | 550,000 | 550,000 | 3,769,900 | 4,869,900 | | Shig Hamamatsu | 410,000 | 290,000 | 584,150 | 1,284,150 | | Namrata Sabharwal(2) | 265,000 | 66,250 | 183,590 | 514,840 | | Jenny Yeh | 350,000 | 170,000 | 584,150 | 1,104,150 | | James Gustke | 320,000 | 160,000 | 584,150 | 1,064,150 |

  14. Compensation Peer Group

    Compensation Peer Group Our compensation committee reviews our peer group on an annual basis, with input from Compensia, and the group may be adjusted from time to time based on, among other input, a comparison of revenues, market capitalization, industry and peer group performance and merger and acquisition activity. In fiscal 2022, our compensation committee adjusted our peer group for fiscal 2023 based in part on input from Compensia and after taking into consideration what is appropriate for our Company, stockholders and management team. For fiscal 2023, our compensation committee established a compensation peer group designed to reflect companies that are generally in the telecommunication services and enterprise software sectors, with similar revenues, revenue growth and market capitalization. After considering analysis and data provided by Compensia, this compensation peer group was generally selected based on companies with revenues of 0.33 to 3.0 times our annual revenues, as well as a market capitalization of 0.25 to 4.0 times our market capitalization. Based on the above criteria, our compensation committee, with input from Compensia determined that it was appropriate to add Arlo Technologies, Inc., Gooo, Inc., LivePerson, Inc., LiveVox Holdings, Inc. Model N, Inc., ON24, Inc., Vocera Communications, Inc. and Yext, Inc., which have financial characteristics that are similar to Ooma, and remove Five9, Inc. and RingCentral, Inc., due to misalignment with selection criteria. Additionally, the following companies were removed from the compensation peer group as result of merger and acquisition activity or for other reasons: Boingo Wireless, Inc., Carbon Black, Inc., Carbonite, Inc., MobileIron, Inc., Pareteum Corporation and Synacor, Inc. The peer group for fiscal 2023 used to inform our compensation committee of pay decisions and practices consisted of the following companies:

  15. Compensation Peer Group

    | • 8x8 • Arlo Technologies • Bandwidth • Brightcove • ChannelAdvisor • DZS • Domo • Gogo • LivePerson | • LiveVox Holdings • Model N • ON24 • ORBCOMM • Spok Holdings • Vocera Communications • Vonage Holdings • Yext |

  16. Compensation Peer Group

    In addition to the peer group, Compensia also provided compensation data sourced from its internal database and other compensation surveys (generally reflecting companies with revenue between $200 million and $500 million). Our compensation committee considers the compensation levels of the executives at the companies in our compensation peer group and the broader market to provide general guidance and a benchmark for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group or broader market.

  17. Cash Bonuses

    Cash Bonuses During fiscal 2023, our compensation committee awarded our named executive officers with a combination of annual and special targeted bonus opportunities. Opportunities Under the 2023 Bonus Plan and Sales Commission Plan We provide our executive officers the opportunity to receive annual cash bonuses in the same form available to many of our employees. These cash bonuses are intended to encourage the achievement of corporate performance objectives, in particular corporate revenue and EBITDA targets. In March 2022, our compensation committee reviewed the target cash bonus amounts and, after considering analysis performed by Compensia, decided to increase the total annual target bonus amounts under our Bonus Plan for Mr. Hamamatsu and Ms. Yeh in the following amounts to make our cash compensation more effective, with only the target bonus amounts for Mr. Hamamatsu and Ms. Yeh increasing as a percentage of total base salary: $280,000 to $290,000 (Mr. Hamamatsu); and $142,500 to $170,000 (Ms. Yeh). Mr. Hamamatsu’s target cash bonus amount adjustment was effective as of May 1, 2022, and Ms. Yeh’s target cash bonus amount adjustment was effective as of February 1, 2022. Among other considerations, our compensation committee determined that cash compensation for Mr. Hamamatsu and Ms. Yeh was meaningfully below the reference level compared to companies in our peer group. Their compensation was targeted with reference to the 50th percentile of the peer group. The target cash bonus amounts of the other named executive officers were not adjusted while they were serving as executive officers, or in connection with promotion, as our compensation committee determined that they were competitive and served their retention purposes. Consistent with prior year bonus plans, the Bonus Plan provided for annual payments based on two Company performance measures, with an opportunity to earn up to 200% of the on-target bonus amount. Our compensation committee believed this plan aligns with our compensation philosophy and objectives. As explained below, the actual amount of any payouts under cash incentive awards to a named executive officer is determined by multiplying the on-target bonus payment by a “multiplier” (which could be more or less than 100% but could not exceed 200%) that could vary depending on the percentage of achievement of the two Company performance objectives. The Board of Directors approves a financial plan for our Company for each fiscal year, and, in practice, the financial plan is the basis for setting the performance objectives under the Bonus Plan. The performance objectives are: • adjusted EBITDA, which represents net income (loss) before interest and other income, non-cash income tax benefit, depreciation and amortization, stock-based compensation and related taxes, amortization of acquired intangible assets and other acquisition-related charges, restructuring charges, and certain litigation costs that are not representative of the ordinary course of our business; and • annual revenue, which represents total revenue reflected in our consolidated statements of operations for the fiscal year. Adjusted EBITDA and annual revenue were chosen as performance objectives under the plan because we believed them to be the best indicators of financial success and stockholder value creation for our Company. Our compensation committee also selected these measures because improvement in these measures aligns with our overall growth strategy; our investors and we see these measures as among the most critical of our financial information, and these measures balance growth and profitability. The Company performance objectives were set at levels intended to reward our named executive officers for achieving results that met our expectations. We believe that to provide for an appropriate incentive effect, the goals should be such that to achieve 100% of the objective, the performance for the performance period must be aligned with our Company financial plan, and that our named executive officers should not be rewarded for Company performance that did not approximate our Company financial plan. Accordingly, our cash incentive compensation plan was designed to pay our named executive officers nothing if our Company failed to achieve at least 56.1% of the adjusted EBITDA performance objective and at least 97.2% of the annual revenue performance objective. For fiscal 2023, our compensation committee reviewed our financial performance across the predetermined financial performance goals to determine the amounts to be paid to the named executive officers under the Bonus Plan. In determining the final payment, our compensation committee considered the payouts that would have been achieved based on the formula discussed above. The annual revenue and adjusted EBITDA targets, as well as actual results, under the Bonus Plan, were as follows:

  18. Cash Bonuses

    | Performance Measure | Target | Actual | | Annual Revenue: | $212.5 million | $216.2 million | | Year-over-Year Growth*: | 10.5% | 12.4% | | Adjusted EBITDA: | $13.7 million | $17.4 million | | Year-over-Year Change*: | (12.5)% | 11.5% |

  19. Cash Bonuses

    * Compared to prior year actual results Our compensation committee also noted that our executive officers contributed to strong financial performance in fiscal 2023. However, our compensation committee recognized that our results of operations were favorably impacted by the OnSIP Acquisition, which was not contemplated at the time it established the Bonus Plan. In light of this materially favorable development, our compensation committee determined the payout under the Bonus Plan using the formula set forth therein while applying negative discretion as discussed below. Specifically, our compensation committee determined that the “multiplier” was approximately 152.5% (102% achievement of the annual revenue target and 127% achievement of the adjusted EBITDA target) for fiscal 2023. Our compensation committee then used its negative discretion to reduce bonus payouts to adjust for the favorable impact of the OnSIP Acquisition. As a result, above-target bonus amounts were paid to our named executive officers under our Bonus Plan, reflecting an average multiplier of approximately 113.3% for our named executive officers. The actual bonuses paid to our named executive officers during fiscal 2023 are set forth in the Summary Compensation Table below. In addition to the Bonus Plan, our Vice President of Marketing is eligible to earn a bonus under a sales commission plan established on an annual basis. For fiscal 2023, our compensation committee approved an increase in the target bonus opportunity under this plan from $50,000 to $60,000. See “Executive Employment Arrangements and Potential Payments Upon Termination or Change in Control James A. Gustke.” The amounts Mr. Gustke earned under the sales commission plan for fiscal 2023 are set forth in the Summary Compensation Table below. Special Bonus Opportunities In addition to awarding bonus opportunities under our Bonus Plan, in June 2022, as we shifted resources to pursue the OnSIP Acquisition, our compensation committee awarded transaction bonus opportunities of $25,000 to each of Mses. Sabharwal and Yeh. Taking into account the increased responsibilities Mses. Sabharwal and Yeh would have in leading and executing the transaction, our compensation committee determined that these opportunities would be payable regardless of whether the OnSIP Acquisition was consummated so long as the bonus recipients invested substantial efforts to complete the transaction. In connection with the foregoing and taking into account attrition and other factors, our compensation committee awarded an additional bonus opportunity of $25,000 to Ms. Yeh, which would be payable upon achievement of a targeted increase in headcount within our legal department. The amounts Mses. Sabharwal and Yeh earned under the foregoing special bonus opportunities are set forth in the “Bonus” column of the Summary Compensation Table below.

  20. Equity Compensation

    Equity Compensation We believe that strong long-term corporate performance is achieved with a compensation program that encourages a long-term focus by our executive officers through the use of equity compensation, the value of which depends on the performance of our common stock. For this reason, our long-term incentive compensation to date has been provided largely in the form of equity awards. Historically, we used time-based stock options and time-based RSU awards that typically vest over multi-year periods to help align the interests of our executive officers with the interests of our stockholders and enable them to participate in the appreciation of our common stock. Because stock option awards are granted with an exercise price equal to or greater than the closing price per share of our common stock on the date of grant, these options will have value to our named executive officers only if the market price of our common stock increases after the date of grant. Our compensation committee believes that these features of the awards align the interests of our named executive officers with those of the stockholders because they create the incentive to build stockholder value over the long-term. Our compensation committee believes that RSUs align the interests of the named executive officers with the interests of the stockholders because the value of these awards appreciate if the trading price of our common stock appreciates, and also have retention value even during periods in which our trading price does not appreciate, which supports continuity in the senior management team. Additionally, because RSU awards have value to the recipient even in the absence of stock price appreciation, we are able to incentivize and retain our executive officers using fewer shares of our common stock than would be necessary if we used stock options as our sole form of equity awards. In March 2022, our compensation committee reviewed the outstanding equity awards held by our executive officers and considered analysis performed by Compensia, as well as factors such as the anticipated future contributions of the executive officer, the competitiveness of the executive officer's overall compensation package, the significant unvested equity awards held by most of our executive officers, the potential reward to the executive officer if the market value of our common stock appreciates, and the recommendations of our CEO. Our compensation committee also takes into account “burn rate” as an additional factor in making its determinations with respect to equity awards. Burn rate is calculated by dividing the total number of shares granted under all of our equity incentive plans during a period by the weighted average number of shares of common stock outstanding during that period and is expressed as a percentage. Based on that review and consideration of the factors mentioned above, our compensation committee determined to award stock options to Mr. Stang and RSUs to each of our named executive officers as set forth in the Grant of Plan-Based Awards Table below. The determination of the number of shares of our common stock underlying each stock option or RSU grant was made, in part, with reference to the value attributable to the reference level for the comparable position at the companies within the peer group, which supported our compensation committee’s decisions. The levels were also designed to make the executive compensation program competitive while keeping the burn rate and dilution associated with our equity compensation programs within a range our compensation committee deemed appropriate.

  21. Post-Employment Compensation

    Post-Employment Compensation Our executive officers are eligible to receive severance payments, equity acceleration, and benefits in the event of a termination of employment by the Company without cause, in connection with a change in control of the Company, or by the executive for good reason. Our compensation committee has determined that these arrangements are both competitively reasonable and necessary to recruit and retain key executives. The material terms of these post-employment payments to named executive officers are set forth below in the section titled “Executive Employment Arrangements and Potential Payments Upon Termination or Change in Control.”

  22. Equity Awards Grant Policy

    Equity Awards Grant Policy Our compensation committee has adopted a policy governing equity awards that are granted to our non-executive employees. Equity awards to our executive officers or members of our board of directors must be approved either by our board of directors or our compensation committee at a meeting or by unanimous written consent. Generally, our compensation committee approves the annual grant of equity awards with an effective date in March of each year. The exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant.

  23. Policy regarding 10b5-1 Plans for Directors and Executive Officers

    Policy regarding 10b5-1 Plans for Directors and Executive Officers Our insider trading policy requires that our executive officers and members of our board of directors do not trade in our equity securities during “blackout” periods and that such individuals must either pre-clear trades or adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities which they beneficially own.

  24. Deductibility of Executive Compensation

    Deductibility of Executive Compensation Section 162(m) limits the amount that we may deduct from our federal income taxes for remuneration paid to certain of our executive officers to $1 million per executive officer per year unless the remuneration is exempt from this limitation. Section 162(m) provides an exception from this deduction limitation for “qualified performance-based compensation” as well as for the gain recognized by executive officers upon the exercise of qualifying compensatory stock options. Gains from the settlement of RSU awards and bonus payments to the covered executive officers may not be tax deductible. We generally believe the income from the majority of our cash compensation paid will be deductible. In addition, we believe that income from the exercise of stock options will be deductible. However, income from the settlement of RSUs may not be deductible in future periods. While our compensation committee is mindful of the benefit to us of the full deductibility of the compensation paid to our executive officers and will consider deductibility when analyzing potential compensation alternatives, our compensation committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, our compensation committee has not adopted a policy requiring all compensation to be deductible for income tax purposes.

  25. Accounting Treatment

    Accounting Treatment We account for stock compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSU awards, over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the three-year or four-year vesting period of the award). Compensation expense for shares acquired through our ESPP is recognized over the offering period. We estimate the fair value of stock options and shares acquired through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below.

  26. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding all plan and non-plan compensation awarded to, earned by or paid to our principal executive officer, each person who served as our principal financial officer during the fiscal year ended January 31, 2023, and our other named executive officers serving as such at January 31, 2023.

  27. 2023 Summary Compensation Table

    | Name and principal position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Eric B. Stang | 2023 | 550,000 | — | 3,004,200 | 765,700 | 632,500 | 15,934 | 4,968,334 | | President and Chief Executive | 2022 | 547,500 | — | 2,930,400 | 473,400 | 770,000 | 15,484 | 4,736,784 | | Officer | 2021 | 536,250 | — | 1,472,800 | 187,200 | 760,000 | 15,334 | 2,971,584 | | Shig Hamamatsu | 2023 | 407,500 | — | 584,150 | — | 330,000 | 9,526 | 1,331,176 | | Chief Financial Officer | 2022 | 160,606 | — | 1,733,600 | — | 150,000 | 135 | 2,044,341 | | Namrata Sabharwal(7) | 2023 | 259,875 | 25,000 | 183,590 | — | 76,200 | 8,294 | 552,959 | | Chief Accounting Officer | | | | | | | | | | Jenny Yeh | 2023 | 350,000 | 50,000 | 584,150 | — | 190,000 | 12,110 | 1,186,260 | | Vice President and General | 2022 | 309,375 | — | 358,160 | 39,450 | 182,500 | 11,443 | 900,928 | | Counsel | 2021 | 290,625 | — | 189,360 | 23,400 | 186,000 | 11,510 | 700,895 | | James Gustke | 2023 | 310,000 | — | 584,150 | — | 151,637(8) | 10,734 | 1,056,521 | | Vice President of Marketing | 2022 | 276,500 | — | 325,600 | 31,560 | 175,366(8) | 9,844 | 818,870 | | | 2021 | 264,500 | — | 126,240 | 18,720 | 185,556(8) | 8,998 | 604,014 |

  28. 2023 Summary Compensation Table

    For fiscal 2023, Mr. Hamamatsu's annual base salary was increased to $410,000 (target bonus opportunity of $290,000), Ms. Yeh's annual base salary was increased to $350,000 (target bonus opportunity of $175,000) and Mr. Gustke’s annual base salary was increased to $320,000 (target bonus opportunity of $100,000 and potential commission of $60,000). Represents transaction bonuses for efforts with respect to the OnSIP Acquisition, except in the case of Ms. Yeh, which amount also includes an additional bonus of $25,000 paid for achievement of a targeted increase in headcount within our legal department. The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units granted in fiscal 2023, fiscal 2022 and fiscal 2021 as determined in accordance with FASB ASC Topic 718. The grant date fair value for restricted stock unit awards is measured based on the closing price of the Company’s common stock on the date of grant. See Note 2 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023 titled “Significant Accounting Policies”. (4) The amounts reported in this column reflect the aggregate grant date fair value of stock option awards granted in fiscal 2023, fiscal 2022 and fiscal 2021 as determined in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of option awards are set forth under Note 9 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for fiscal 2023 titled “Stock-Based Compensation”. (5) The amounts reported in this column represent bonus payments earned under our Bonus Plan for the applicable fiscal year by each of our named executive officers for fiscal 2023, fiscal 2022 and fiscal 2021, with the exception of amounts disclosed for Mr. Gustke who also earned payments under a sales commission arrangement as further described in footnote 8 to this table. (6) This amount includes the dollar value of premiums we paid for term life insurance, matching contributions we made to our 401(k) plan, and health savings account contributions we made to Health Savings Accounts, respectively, on behalf of the officers listed below as follows: i. Mr. Stang: $1,584, $9,150, and $5,200 in fiscal 2023; $1,584, $8,700, and $5,200 in fiscal 2022; $1,584, $8,550, and $5,200 in fiscal 2021; ii. Mr. Hamamatsu: $376, $9,150, and $0 in fiscal 2023; $135, $0, and $0 in fiscal 2022; and $0, $0, and $0 in fiscal 2021; iii. Ms. Sabharwal: $549, $7,745, and $0 in fiscal 2023; $0, $0, and $0 in fiscal 2022; and $0, $0, and $0 in fiscal 2021; iv. Ms. Yeh: $360, $9,150, and $2,600 in fiscal 2023; $360, $8,700, and $2,383 in fiscal 2022; and $360, $8,550 and $2,600 in fiscal 2021; and v. Mr. Gustke: $1,584, $9,150, and $0 in fiscal 2023; $1,584, $8,260, and $0 in fiscal 2022; and $1,078, $7,920, and $0 in fiscal 2021. (7) Ms. Sabharwal became an executive officer in June 2022. This amount includes performance-based commissions earned under our sales commission arrangement established for Mr. Gustke in fiscal 2023, fiscal 2022 and fiscal 2021, as applicable, in the following respective amounts: $44,637, $45,366, and $49,556.

  29. Grants of Plan-Based Awards Table in Fiscal 2023

    Grants of Plan-Based Awards Table in Fiscal 2023 The following table presents information regarding each grant of a cash or equity award made during fiscal 2023. This information supplements the information about these awards set forth in the “Summary Compensation Table” above.

  30. Grants of Plan-Based Awards Table in Fiscal 2023

    | | | Estimated future payouts under non-equity incentive plan awards(2) | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock | All other option awards: Number of securities underlying | Exercise or base price of option | Grant date fair value of stock and | | Name | Grant date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or units (#) | options (#) | awards ($/Sh) | option awards | | Eric Stang | 3/1/2022 | — | $550,000 | $1,100,000 | — | — | — | 180,000 | 95,000 | $16.69 | $3,769,900 | | Shig Hamamatsu | 3/1/2022 | — | $290,000 | $580,000 | — | — | — | 35,000 | — | — | $584,150 | | Namrata Sabharwal(3) | 3/1/2022 | — | $66,250 | $132,500 | — | — | — | 11,000 | — | — | $183,590 | | Jenny Yeh | 3/1/2022 | — | $170,000 | $340,000 | — | — | — | 35,000 | — | — | $584,150 | | James Gustke | 3/1/2022 | — | $100,000 | $200,000 | — | — | — | 35,000 | — | — | $584,150 | | | | | $60,000(4) | $60,000 | | | | | | | |

  31. Grants of Plan-Based Awards Table in Fiscal 2023

    _________________ (1) Represents grant date of stock awards and option awards. (2) Represents threshold, target and maximum payouts for performance under the fiscal 2023 Bonus Plan, with the exception of amounts disclosed for Mr. Gustke who also earned payments under a sales commission arrangement as further described in footnote 4 to this table. (3) Ms. Sabharwal became an executive officer in June 2022. (4) Mr. Gustke was eligible to earn payments under a sales commission arrangement. The actual payments from this arrangement are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. Mr. Gustke’s arrangement did not contain any threshold. Accordingly, no such value has been included in the table for this arrangement.

  32. Option Exercises and Stock Awards Vested in Fiscal 2023

    Option Exercises and Stock Awards Vested in Fiscal 2023 The following table summarizes certain information regarding option exercises and the stock vested for our named executive officers during fiscal 2023.

  33. Option Exercises and Stock Awards Vested in Fiscal 2023

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Eric Stang | — | — | 158,750 | $2,178,938 | | Shig Hamamatsu | — | — | 31,563 | $414,543 | | Namrata Sabharwal | — | — | 10,563 | $144,685 | | Jenny Yeh | — | — | 26,113 | $354,591 | | James Gustke | — | — | 20,263 | $278,842 |

  34. Executive Employment Arrangements and Potential Payments Upon Termination or Change in Control

    Executive Employment Arrangements and Potential Payments Upon Termination or Change in Control Each of our named executive officers is an at-will employee. Except as set forth below, we do not have any employment agreements with our named executive officers.

  35. Potential Payments Upon Termination or Resignation

    Potential Payments Upon Termination or Resignation The following table provides an estimate of the value of the compensation and benefits due to each of our named executive officers assuming a termination without cause or if he or she terminates his or her employment for good reason, effective as of January 31, 2023, other than in connection with a change of control, under the CIC Severance Agreements described above (intrinsic values are based upon the closing price for a share of our common stock of $14.37 on January 31, 2023, last trading day in fiscal 2023, and in the case of stock options minus the exercise price). The actual amounts to be paid can only be determined at the time of such event.

  36. Potential Payments Upon Termination or Resignation

    | | | | | Intrinsic Value of Accelerated Equity | | | | | | | | Awards ($) | | | | | Cash | | Benefit | Restricted | | | | | Payment | | Continuation | Stock Units | Options | | | Name | ($) | | ($) | ($) | ($) | Total ($) | | | Salary | Bonus | Cobra | | | | | Eric Stang | $550,000 | $550,000 | $20,418 | $1,598,663 | $48,125 | $2,767,205 | | Shig Hamamatsu | $307,500 | — | $18,313 | — | — | $325,813 | | Namrata Sabharwal | — | — | — | — | — | — | | Jenny Yeh | $262,500 | — | $4,869 | — | — | $267,369 | | James Gustke | — | — | — | — | — | — |

  37. Potential Payments Upon Termination or Resignation in connection with a Change of Control

    Potential Payments Upon Termination or Resignation in connection with a Change of Control The following table provides an estimate of the value of the compensation and benefits due to each of our named executive officers assuming a termination without cause or if he or she terminates his or her employment for good reason, effective as of January 31, 2023, in connection with a change of control, under the agreements and the CIC Severance Agreements described above (intrinsic values are based upon the closing price for a share of our common stock of $14.37 on January 31, 2023, last trading day in fiscal 2023, and in the case of stock options minus the exercise price). The actual amounts to be paid can only be determined at the time of such event.

  38. Potential Payments Upon Termination or Resignation in connection with a Change of Control

    | | | | | Intrinsic Value of Accelerated Equity | | | | | | | | Awards ($) | | | | | Cash | | Benefit | Restricted | | | | | Payment | | Continuation | Stock Units | Options | | | Name | ($) | | ($) | ($) | ($) | Total ($) | | | Salary | Bonus | Cobra | | | | | Eric Stang | $1,100,000 | $1,100,000 | $40,836 | $4,311,000 | $48,125 | $6,599,961 | | Shig Hamamatsu | $410,000 | $290,000 | $24,417 | $1,443,200 | — | $2,167,617 | | Namrata Sabharwal | — | — | — | — | — | — | | Jenny Yeh | $350,000 | $170,000 | $6,365 | $681,010 | $28,933 | $1,236,308 | | James Gustke | — | — | — | $638,560 | $4,813 | $643,372 |

  39. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the total annual compensation of Mr. Stang, our Chief Executive Officer, and the total annual compensation of our median employee (other than Mr. Stang). For our last completed fiscal year, which ended January 31, 2023: • The median of the total annual compensation of all employees (other than Mr. Stang) of ours (including our consolidated subsidiaries) was $93,412. • Mr. Stang’s total annual compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $4,968,334. Based on the above, for fiscal 2023, the ratio of Mr. Stang’s total annual compensation to the median of the total annual compensation of all employees was 53 to 1. Although SEC rules permit a registrant to use the same median compensation information for comparison purposes for up to three years, we have updated our median compensation information for fiscal year 2023 due to the OnSIP Acquisition and other headcount changes. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. The methodology we used to calculate the pay ratio is described below. We determined the median of the total annual compensation of all of our employees as of January 31, 2023. As of January 31, 2023, we (including our consolidated subsidiaries) had approximately 454 full-time, part-time and temporary employees, of whom approximately 400 (or approximately 88%) are U.S. employees, and approximately 54 (or approximately 12%) are located outside of the United States. • We then compared the sum of (i) the total annual cash compensation earned by each of these employees for fiscal 2023 as reflected in our payroll records plus (ii) the fair value of equity awards (as determined in accordance with footnote 1 of the Summary Compensation Table) granted to these employees in fiscal 2023, to determine the median employee, without annualizing the compensation of any employees who started their employment with us in fiscal 2023 but did not work for us or our consolidated subsidiaries for the entire year. Compensation paid in foreign currency was converted to U.S. dollars using currency conversion ratios in effect as of January 31, 2023. In determining the median total compensation of all of these employees, we did not make any cost of living adjustments to the wages paid to any employee outside of the U.S. Once we identified our median employee, we estimated the median employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median total annual compensation disclosed above. With respect to Mr. Stang’s total annual compensation, we used the amount reported in the “Total” column of our fiscal Summary Compensation Table included in the Proxy Statement.

  40. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  41. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Losses (millions)(7) | Total Revenue (millions)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 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 |

  42. Pay Versus Performance

    1 The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Stang (our Chief Executive Officer, also referred to as PEO) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – 2023 Summary Compensation Table.” 2 The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Stang, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Stang during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Stang’s total compensation for each fiscal year to determine the compensation actually paid:

  43. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2023 | $4,968,334 | $(3,769,900) | $1,721,027 | $2,919,461 | | 2022 | $4,736,784 | $(3,403,800) | $5,502,689 | $6,835,673 | | 2021 | $2,971,584 | $(1,660,000) | $2,203,158 | $3,514,742 |

  44. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  45. Pay Versus Performance

    | Fiscal Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Total Equity Award Adjustments | | 2023 | $2,550,940 | $(728,655) | $562,501 | $(663,759) | $1,721,027 | | 2022 | $3,060,181 | $714,295 | $754,432 | $973,780 | $5,502,689 | | 2021 | $1,745,798 | $35,393 | $433,091 | $(11,123) | $2,203,158 |

  46. Pay Versus Performance

    3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Stang, who has served as our CEO since 2009) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The names of each of the NEOs (excluding Mr. Stang) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2023, Shig Hamamatsu, Jenny Yeh, James Gustke and Namrata Sabharwal; (ii) for 2022, Shig Hamamatsu, Jenny Yeh, Ravi Narula (our former Chief Financial Officer), and James Gustke; and (iii) for 2021, Jenny Yeh, Ravi Narula and James Gustke. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Stang), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Stang) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Stang) for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:

  47. Pay Versus Performance

    | Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,031,729 | $(484,010) | $230,887 | $778,606 | | 2022 | $1,205,006 | $(871,608) | $737,484 | $1,070,882 | | 2021 | $906,875 | $(345,087) | $440,042 | $1,001,831 |

  48. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  49. Pay Versus Performance

    | Fiscal Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Total Average Equity Award Adjustments | | 2023 | $338,586 | $(98,820) | $74,485 | $(83,363) | $230,887 | | 2022 | $530,521 | $43,493 | $62,442 | $101,027 | $737,484 | | 2021 | $357,662 | $5,713 | $78,289 | $(1,622) | $440,042 |

  50. Pay Versus Performance

    5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. 6 Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ Telecommunications Index. 7 The dollar amounts reported represent the amount of GAAP net loss reflected in the Company’s audited financial statements for the applicable fiscal year. 8 While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that total revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs to the Company's performance for the most recently completed fiscal year. Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEO to the Company’s performance for the most recently completed fiscal year, are as follows: • Total revenue • Adjusted EBITDA Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes various performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The following graph demonstrates the relationship of the amount of compensation actually paid to our PEO, Mr. Stang, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Stang) with the Company’s cumulative TSR over the three fiscal years presented in the table. Compensation Actually Paid vs. Company TSR Compensation Actually Paid and Net Losses The following graph demonstrates the relationship of the amount of compensation actually paid to our PEO, Mr. Stang, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Stang) with the Company’s net losses over the three fiscal years presented in the table. While the Company does not use net losses as a performance measure in the overall executive compensation program, the measure of net losses is correlated with the measure of total revenue, which the Company does use when setting goals in the Company’s cash bonus programs. Compensation Actually Paid vs. Net Losses Compensation Actually Paid and Total Revenue The following graph demonstrates the relationship of the amount of compensation actually paid to our PEO, Mr. Stang, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Stang) with the Company’s total revenue over the three fiscal years presented in the table. From fiscal years 2021 to 2023, the compensation actually paid to Mr. Stang and the average of the compensation actually paid to the Company’s NEOs as a group (excluding Mr. Stang) decreased by 17% and 22%, respectively, compared to a 28% increase in the Company’s total revenue over the same period. While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that total revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year. We consider total revenue to be the most important financial measure used to link compensation actually paid to the Company’s performance in fiscal 2023 because it was one of the performance measures used to set goals under our cash bonus plan. Total revenue was chosen as one of the performance objectives under our cash bonus plan because we believed it to be a key indicator of financial success and stockholder value creation for the Company. Our compensation committee also selected this measure because improvement in this measure aligns with our overall growth strategy, as described in greater detail in “Executive Compensation – Compensation Discussion and Analysis.” Compensation Actually Paid vs. Total Revenue Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, the Company’s cumulative TSR over the three fiscal year period presented in the table was $100 as of January 1, 2020, $102.59 as of January 1, 2021, $137.40 as of January 1, 2022 and $109.44 as of January 1, 2023, while the cumulative TSR of the peer group presented for this purpose, the NASDAQ Telecommunications Index, was $100 as of January 1, 2020, $109.92 as of January 1, 2021, $112.67 as of January 1, 2022 and $91.34 as of January 1, 2023. The Company’s cumulative TSR outperformed the NASDAQ Telecommunications Index during the 2023 and 2022 fiscal years presented in the table, representing the Company’s superior financial performance as compared to the companies comprising the NASDAQ Telecommunications Index peer group in such fiscal years. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.” Company TSR vs. Peer Group TSR

  51. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS As set by the Board of Directors, pursuant to our amended and restated bylaws, the current authorized number of directors constituting our entire board is nine. We currently have eight directors and one vacancy. In accordance with our amended and restated certificate of incorporation, the Board is divided into three classes with staggered three-year terms and at the Annual Meeting, two Class II directors will be elected for three-year terms.