DEF 14A of Ooma Inc, Apr 18, 2025

DEF 14A of Ooma Inc

Filed Apr 18, 2025 · FY20250000950170-25-055893

Open on EDGAR

  1. Directors

    Directors The following table sets forth, as of April 18, 2025, the names, ages and positions of our director nominees and 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) | | | | | | | Peter J. Goettner | 61 | Director and Director Nominee(1)(2) | 2013 | 2025 | 2028 | | Eric B. Stang | 65 | Director, Director Nominee, President and Chief Executive Officer | 2009 | 2025 | 2028 | | Jenny C. Yeh | 51 | Director, Director Nominee, Senior Vice President and Chief Legal Officer | 2021 | 2025 | 2028 | | Continuing Directors | | | | | | | Susan G. Butenhoff | 65 | Director(2) | 2016 | 2026 | | | Russ Mann | 56 | Director(1)(3) | 2009 | 2026 | | | Andrew H. Galligan | 68 | Director(1) | 2014 | 2027 | | | Judi A. Hand | 63 | Director(2)(3) | 2020 | 2027 | | | William D. Pearce | 62 | Director(3) | 2013 | 2027 | |

  3. Directors

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

  4. Nominees for Director

    Nominees for Director Peter J. Goettner has served on our Board of Directors since March 2013. Mr. Goettner has been a General Partner at Worldview Technology Partners, Inc., a venture capital firm, since June 2004. He is the Founder of Crosschq, Inc., an IT security company, and has been its Chairman since November 2017. Mr. Goettner was previously Chief Executive Officer of DigitalThink, Inc., a SaaS e-learning solutions company which he founded, 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 extensive experience in the technology industry to our Board of Directors. His service on several 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, Chief Executive Officer, and Board of Directors member since January 2009. He has been Chairman of our Board of Directors since December 2014. Mr. Stang is also a member of the board of Rambus Inc., a publicly traded company providing industry-leading chips, silicon IP, and technology licensing, where he serves as the Chair of its Compensation and Human Resources Committee and a member of its Corporate Governance/Nominating Committee. Mr. Stang was previously a director of InvenSense, Inc., a publicly traded MEMS semiconductor company, from 2014 to 2017, and Solta Medical, Inc., a publicly traded 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 privately held developer of medical technologies for aesthetic applications. Previously, he was Chairman, President and Chief Executive Officer of Lexar Media, Inc., a publicly traded solid-state memory products company, now a subsidiary of Micron Technology. He occasionally serves on the boards of private companies. Mr. Stang holds an A.B. in Economics from Stanford University and an M.B.A. from the 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 strong continuity to the Board of Directors. Jenny C. Yeh has served on our Board of Directors since January 2021, and has served as our Chief Legal Officer since December 2024, including as Senior Vice President since February 2024. She previously served as our General Counsel from December 2018 to December 2024 and as Vice President from December 2018 to February 2024. She oversees all of the Company's legal and regulatory affairs. With over 25 years of experience in general corporate law, transactions, and litigation, Ms. Yeh's career includes Senior Vice President & General Counsel at Sphere 3D Corp. from October 2015 to November 2017, and as a senior legal advisory team member at General Electric from September 2011 to March 2015. Prior to General Electric, she was a partner at Baker & McKenzie from 2007 to 2011, specializing in complex cross-border M&A transactions and general corporate matters. Earlier in her career, Ms. Yeh worked at Wilson Sonsini Goodrich & Rosati, representing technology and emerging growth companies on securities law matters, corporate governance, venture financings, securities offerings, public reporting, M&A, and initial public offerings. Ms. Yeh holds a B.A. from the University of California, Berkeley, and a J.D. from Georgetown University Law Center. Our Board of Directors believes Ms. Yeh is highly qualified to serve as a director due to her deep understanding of the Company’s operations and extensive expertise in navigating complex legal issues. Additionally, her strategic and business acumen brings valuable multi-dimensional thinking to the Board of Directors.

  5. Continuing Directors

    Continuing Directors Susan G. Butenhoff has served on our Board of Directors since July 2016. She also serves on the board of Hall Wines, a privately held winery in the U.S. Ms. Butenhoff is a strategic consultant specializing in risk mitigation and market positioning for some of Silicon Valley’s largest technology companies. Previously, Ms. Butenhoff was the Founder and CEO of Access Communications, one of the largest independent technology public relations firms in the U.S., which Omnicom Group later acquired, from its founding in 1991 to February 2018. From August 2014 to January 2017, she also held the position of Global Technology Director at Ketchum, a global PR and marketing firm. With over 30 years of experience in technology marketing, Ms. Butenhoff has collaborated with technology disruptors and leaders, including Alphabet, PayPal, Facebook, Intuit, Adobe, and Apple. She holds a B.A. from Sussex University (England) and an M.Phil. in International Relations from the University of Cambridge (England). Our Board of Directors considers Ms. Butenhoff highly qualified to serve as an independent director due to her extensive experience helping technology companies identify and enhance their competitive market positions and build their brands and revenues. Additionally, her operational experience leading a global marketing firm and her strong consulting and communication skills make her a valuable contributor to the Board of Directors. Russ Mann has served on our Board of Directors since September 2009. He is currently a Senior Operating Partner at Diversis Capital, a private equity firm focused on B2B SaaS software companies, since July 2024. He also serves on several other boards, including Gondola Skate, a privately held retail fixture mobilization company, since December 2024, Thinkific Labs Inc., a publicly traded online learning management and payments platform, since September 2024, Ignite Visibility LLC, a privately held digital marketing agency, since March 2023, and Flume Water, Inc., a privately held IOT device and data company, since November 2023. Mr. Mann's previous roles include CEO and board member of WineBid, an online auction market for vintage wine, from January 2019 to November 2022, Chairman of the board of Demandstar, a B2B marketplace, from June 2018 to May 2022, and board member and CEO of Onvia, a publicly traded company providing B2G commerce intelligence and database information services, from January 2017 until its acquisition in November 2017 by Deltek, a Roper company. Mr. Mann has also held senior leadership positions as Chief Marketing Officer and Senior Vice President at Outerwall’s EcoATM kiosk network, General Manager of Gazelle.com, a leader in the purchase and sale of used cell phones and electronics, from May 2016 until Outerwall's acquisition by Apollo Management Group in January 2017, Chief Marketing Officer of Nintex USA LLC, a B2B software company, from November 2014 to November 2015, and as Chairman and Chief Executive Officer of Covario, Inc., an advertising technology and digital marketing agency with a specialty in telecom services and computing devices marketing, from January 2006 to May 2014. Mr. Mann has a B.A. from Cornell University and an M.B.A. from the Harvard Business School. Our Board of Directors believes Mr. Mann is qualified to serve as an independent director based on his experience as a multi-time CEO and Chairman of public and private companies that have had numerous M&A events and financings. He also has significant experience in companies with hardware, software, and data revenue lines, including direct and channel sales and marketing expertise for both B2B software and data companies and consumer electronics companies. Andrew H. Galligan has served on our Board of Directors since December 2014. He also serves as a board member and an audit committee member of Arcellx, a publicly traded clinical-stage biotechnology company, since March 2025. Mr. Galligan was the Chief Financial Officer for ten years at Nevro Corp., a publicly traded medical device company. Previously, he served as our Chief Financial Officer from February 2009 to May 2010, and later as a consultant for our Company for four years. From 2007 to 2008, Mr. Galligan also served as the Chief Financial Officer of Reliant Technologies, Inc., a medical device company (later acquired by Solta Medical, Inc.). Additionally, he has held top financial executive roles at other medical device companies. Mr. Galligan 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). He 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 years of experience as chief financial officer and financial consultant of publicly traded and privately held companies, brings deep financial and accounting knowledge to our Board of Directors and qualifies him to serve as the chairperson of our audit committee and one of our directors. Judi A. Hand has served on our Board of Directors since June 2020. She is also on the board of SOVRN, an advertising, publisher, and commerce software company, since February 2022 and previously served on the board of Manitoba Telecom Services / Allstream, from May 2014 to May 2017. Since January 2017, Ms. Hand has been the Executive Vice President and Chief Revenue Officer for TTEC Holdings, a global customer experience technology and services company, with 62,000 employees on six continents. 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 35 years of sales, marketing, and general management experience, Ms. Hand has held senior positions at telecom industry leaders including AT&T, where she was responsible for a large division serving Enterprise customers, and at US West Qwest, where she ran the Consumer and Small Business division. She holds an M.S. 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’s deep experience in the communications industry and her years of leadership experience in go-to-market roles make her qualified to advise the Company on market and revenue growth strategies and execution. William D. Pearce has served on our Board of Directors since March 2013, and as Lead Non-Management Director since June 2017. He is currently a member of the board for Algonomy Software Private Limited, a privately held AI-based personalized shopping experience firm. Mr. Pearce is also a Marketing Faculty member 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 also 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 quick service restaurant company and subsidiary of Yum! Brands, Inc., from 2004 to 2007; and Vice President of Marketing at Campbell Soup Company, 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.

  6. 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.

  7. Outside Director Compensation

    Outside Director Compensation The following table summarizes compensation paid to our non-employee directors during the fiscal year ended January 31, 2025.

  8. Outside Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Total ($) | | Susan G. Butenhoff | 54,000 | 174,212 | 228,212 | | Andrew H. Galligan | 60,000 | 174,212 | 234,212 | | Peter J. Goettner | 54,000 | 174,212 | 228,212 | | Judi A. Hand | 44,000 | 174,212 | 218,212 | | Russ Mann | 56,000 | 174,212 | 230,212 | | William D. Pearce | 67,000 | 174,212 | 241,212 |

  9. 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 2025. (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 2025, 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, 2025 titled “Significant Accounting Policies.” (3) As of January 31, 2025, each non-employee director held 19,685 unvested restricted stock units. (4) As of January 31, 2025, none of our non-employee directors held any stock options. Directors who are also our employees receive no additional compensation for their service as a director. During the fiscal year ended January 31, 2025, two current directors, Mr. Stang, our President, Chief Executive Officer and Chairman of the Board, and Ms. Yeh, our Senior Vice President and Chief Legal Officer, were employees. Their compensation is discussed in “Executive Compensation.”

  10. 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 long-term 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, although our compensation committee did not award stock options in fiscal 2025 due to its desire to manage our burn rate, as discussed below. We believe that equity 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 2025, 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 direct 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 direct compensation and each of its components with reference to the 50th percentile of the compensation peer group in connection with its annual review. Given the highly competitive market for executive talent, 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 the total on-target direct compensation and the on-target value of each of these components for each of our named executive officers for fiscal 2025. For more detail regarding our compensation committee’s decisions, see the narrative under “Elements of Our Executive Compensation Program” below.

  11. Compensation Design

    | | On-Target Compensation* | | | | | Name | Base Salary ($)(1) | Cash Incentive Awards ($)(1) | Equity Incentive Awards ($) | Total ($) | | Eric B. Stang | 600,000 | 600,000 | 2,162,500 | 3,362,500 | | Shig Hamamatsu | 445,000 | 300,000 | 605,500 | 1,350,500 | | Jenny C. Yeh | 430,000 | 185,000 | 458,450 | 1,073,450 | | James A. Gustke | 355,000 | 165,000 | 276,800 | 796,800 | | Namrata Sabharwal | 316,000 | 86,000 | 173,000 | 575,000 |

  12. Compensation Peer Group

    Compensation Peer Group Our compensation committee reviews our compensation 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 2024, our compensation committee updated our compensation peer group for fiscal 2025 based in part on input from Compensia and after taking into consideration what is appropriate for our Company, stockholders and management team. For fiscal 2025, our compensation committee approved a compensation peer group designed to reflect companies that are generally in the telecommunication services and/or enterprise software sectors, with similar revenues, revenue growth and market capitalization. After considering an analysis based on data provided by Compensia, this compensation peer group was comprised of 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. The following companies were removed from the compensation peer group as result of merger and acquisition activity or for other reasons: ChannelAdvisor, Vocera Communications, and Vonage Holdings. The compensation peer group for fiscal 2025 used to inform our compensation committee of pay decisions and practices consisted of the following companies:

  13. Compensation Peer Group

    | • 8x8 • Arlo Technologies • Bandwidth • Brightcove • Consensus Cloud Solutions* • Domo • DZS • Gogo • LivePerson | • LiveVox Holdings • Mitek Systems* • Model N • ON24 • Shenandoah Telecommunications Company* • Spok Holdings • Yext |

  14. Compensation Peer Group

    * Additions to compensation peer group for fiscal 2025 In addition to the compensation peer group, Compensia also provided compensation data sourced from its internal proprietary 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 reference for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group or broader market.

  15. Performance-Based Cash Bonuses

    Performance-Based Cash Bonuses During fiscal 2025, our compensation committee approved annual target bonus opportunities for our named executive officers under our Fiscal 2025 Bonus Plan. Cash Bonus Opportunities Under the Fiscal 2025 Bonus Plan and Sales Commission Plan We provide our executive officers the opportunity to earn 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 objectives involving our corporate revenue and EBITDA targets. In March 2024, our compensation committee reviewed the target cash bonus opportunities of our named executive officers and, after considering a competitive market analysis prepared by Compensia, decided to increase the total annual target bonus opportunities under our Fiscal 2025 Bonus Plan for Mr. Stang, Mr. Hamamatsu, Ms. Yeh, and Ms. Sabharwal. The annual target bonus opportunity for Mr. Gustke remained unchanged from fiscal 2024. The annual target cash bonus opportunity adjustments were effective as of May 1, 2024. Among other considerations, our compensation committee took into account the percentage of annual base salary each target cash bonus opportunity represented in relation to the reference level for the relevant opportunity for individuals holding comparable positions in our compensation peer group companies.

  16. Performance-Based Cash Bonuses

    | Name | Fiscal 2024 Bonus Plan Target Opportunity($) | Fiscal 2025 Bonus Plan Target Opportunity($) | Change(%) | | Eric Stang | 575,000 | 600,000 | 4.3 | | Shig Hamamatsu | 290,000 | 300,000 | 3.4 | | Jenny Yeh | 170,000 | 185,000 | 8.9 | | James Gustke | 100,000 | 100,000 | — | | Namrata Sabharwal | 82,500 | 86,000 | 4.2 |

  17. Performance-Based Cash Bonuses

    The Fiscal 2025 Bonus Plan provided for annual payments based on the Company's actual results measured against two financial performance objectives, with an opportunity to earn up to 200% of the 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 the Fiscal 2025 Bonus Plan are determined by multiplying the on-target bonus payment by a “multiplier” (which could be more or less than 100% but could not exceed 200%) based 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 was the basis for setting the performance objectives under the Fiscal 2025 Bonus Plan. The performance objectives were: • 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 the corporate performance objectives under the Fiscal 2025 Bonus Plan because our Board of Directors 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 so that our named executive officers would receive no payouts if our Company failed to achieve at least 81.6% of the adjusted EBITDA performance objective and at least 97.6% of the annual revenue performance objective. For fiscal 2025, our compensation committee reviewed our financial performance across the pre-established financial performance objectives to determine the amounts to be paid to the named executive officers under the Fiscal 2025 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 Fiscal 2025 Bonus Plan, were as follows:

  18. Performance-Based Cash Bonuses

    | Performance Measure | Target | Actual | | Annual Revenue: | $254.0 million | $256.9 million | | Year-over-Year Growth*: | 7.3% | 8.5% | | Adjusted EBITDA: | $21.8 million | $23.3 million | | Year-over-Year Change*: | 9.7% | 17.2% |

  19. Performance-Based Cash Bonuses

    * Compared to fiscal 2024 actual results Our compensation committee determined the payout under the Bonus Plan using the formula set forth therein. Specifically, our compensation committee determined that the “multiplier” was approximately 134% (101.1% achievement of the annual revenue target and 106.8% achievement of the adjusted EBITDA target) for fiscal 2025. The actual bonuses paid to our named executive officers for services provided in fiscal 2025 are set forth in the Fiscal 2025 Summary Compensation Table below. In addition to the Fiscal 2025 Bonus Plan, Mr. Gustke, our Senior Vice President of Marketing, who ceased serving as an executive officer in December 2024 but remains employed with the Company, was eligible to earn a bonus under a sales commission plan established on an annual basis. For fiscal 2025, the target bonus opportunity under this plan of $65,000 was increased by $5,000 from fiscal 2024. 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 2025 are set forth in the Fiscal 2025 Summary Compensation Table below. Additional Cash Awards After taking into account the individual performance of the named executive officers in fiscal 2025, our compensation committee awarded discretionary bonuses of $6,000 and $25,250 to Mr. Stang and Ms. Yeh, respectively, in recognition of their contribution during fiscal 2025.

  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. Although our compensation committee did not award stock options in fiscal 2025 due to its desire to manage our burn rate, no decision has been made to transition away from stock options entirely. 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 2024, our compensation committee reviewed the outstanding equity awards held by our executive officers and considered a competitive market analysis prepared 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 grant RSU awards to each of our named executive officers as set forth in the Fiscal 2025 Grants of Plan-Based Awards Table below. The determination of the number of shares of our common stock underlying each 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 compensation 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 We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. 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. Although we do not have a formal policy with respect to the timing of our equity award grants, in general, 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. Compensation Policies and Practices as they relate to Risk Management

    Compensation Policies and Practices as they relate to Risk Management Our compensation committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for our compensation committee’s determination include the following: • We structure our compensation programs to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. • We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. • In some cases, we cap the cash incentive award for our sales commission plans to provide a maximum incentive for our sales force to meet and exceed their revenue objectives. In addition, we maintain internal controls over the determination of sales commissions. • We maintain a Compensation Recovery Policy to recoup the excess amount of performance-based cash or equity incentives paid due to accounting misstatements. • Employees of Ooma are required to comply with our code of conduct, which covers, among other things, accuracy in keeping financial and business records. • Our compensation committee approves the overall annual equity pool and the employee equity award guidelines. • A significant portion of the compensation paid to our executive officers is in the form of equity awards to align their interests with the interests of stockholders. As part of our insider trading policy, we prohibit hedging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance. We have instituted stock ownership guidelines which align the interests of our executive officers with those of our stockholders.

  25. Accounting Treatment

    Accounting Treatment We account for stock compensation in accordance with the authoritative guidance set forth in FASB 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. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table provides for the fiscal year ended January 31, 2025 information regarding all plan and non-plan compensation awarded to, earned by or paid to our Chief Executive Officer, our Chief Financial Officer and the two most highly compensated executive officers who were serving as executive officers at the end of fiscal 2025 and a former executive officer who would have been among our most highly compensated executive officers had he remained an executive officer through the end of the fiscal year.

  27. Fiscal 2025 Summary Compensation Table

    | Name and principal position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Eric B. Stang | 2025 | 593,750 | 25,250 | 2,162,500 | — | 784,750 | 18,598 | 3,584,848 | | President and Chief | 2024 | 568,750 | 28,750 | 3,287,500 | — | 448,500 | 16,806 | 4,350,306 | | Executive Officer | 2023 | 550,000 | — | 3,004,200 | 765,700 | 632,500 | 15,934 | 4,968,334 | | Shig Hamamatsu | 2025 | 443,750 | — | 605,500 | — | 390,000 | 10,942 | 1,450,192 | | Senior Vice President and | 2024 | 432,500 | 14,500 | 973,100 | — | 226,200 | 10,452 | 1,656,752 | | Chief Financial Officer | 2023 | 407,500 | — | 584,150 | — | 330,000 | 9,526 | 1,331,176 | | Jenny C. Yeh | 2025 | 442,500 | 6,000 | 458,450 | — | 269,000 | 13,506 | 1,189,456 | | Senior Vice President | 2024 | 387,500 | 37,400 | 552,300 | — | 132,600 | 12,876 | 1,122,676 | | and Chief Legal Officer | 2023 | 350,000 | 50,000 | 584,150 | — | 190,000 | 12,110 | 1,186,260 | | James A. Gustke | 2025 | 351,250 | — | 276,800 | — | 168,773(5) | 11,934 | 808,757 | | Senior Vice President | 2024 | 335,000 | 5,000 | 420,800 | — | 125,564(5) | 11,484 | 897,848 | | of Marketing | 2023 | 310,000 | — | 584,150 | — | 151,637(5) | 10,734 | 1,056,521 | | Namrata Sabharwal | 2025 | 312,000 | — | 173,000 | — | 111,800 | 9,912 | 606,712 | | Chief Accounting Officer | 2024 | 291,250 | 10,650 | 157,800 | — | 64,350 | 9,202 | 533,252 | | | 2023 | 259,875 | 25,000 | 183,590 | — | 76,200 | 8,294 | 552,959 |

  28. Fiscal 2025 Summary Compensation Table

    (1) The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units granted in fiscal 2025, fiscal 2024 and fiscal 2023 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, 2025 titled “Significant Accounting Policies”. (2) The amounts reported in this column reflect the aggregate grant date fair value of stock option awards granted in fiscal 2024 and fiscal 2023 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 2025 titled “Stock-Based Compensation”. (3) 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 2025, fiscal 2024 and fiscal 2023, with the exception of amounts disclosed for Mr. Gustke who also earned payments under a sales commission arrangement as further described in footnote 5 to this table. (4) This amount includes the dollar value of premiums we paid for term life insurance, matching contributions we made to our Section 401(k) plan, and health savings account contributions we made to Health Savings Accounts, respectively, in fiscal 2025 on behalf of the officers listed below as follows: i. Mr. Stang: $3,048, $10,350, and $5,200; ii. Mr. Hamamatsu: $592, $10,350, and $0: iii. Ms. Yeh: $556, $10,350, and $2,600; iv. Mr. Gustke: $1,584, $10,350, and $0; and v. Ms. Sabharwal: $592, $9,320, and $0. This amount includes performance-based commissions earned under our sales commission arrangement established for Mr. Gustke in fiscal 2025, fiscal 2024 and fiscal 2023, as applicable, in the following respective amounts: $43,773, $47,564, and $44,637. Mr. Gustke ceased serving as an executive officer in December 2024 but remains employed with the Company.

  29. Fiscal 2025 Grants of Plan-Based Awards Table

    Fiscal 2025 Grants of Plan-Based Awards Table The following table presents information regarding each grant of a cash or equity award made during fiscal 2025. This information supplements the information about these awards set forth in the “Fiscal 2025 Summary Compensation Table” above.

  30. Fiscal 2025 Grants of Plan-Based Awards Table

    | | | 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 B. Stang | 3/15/2024 | — | $600,000 | $1,200,000 | — | — | — | 250,000 | — | — | $2,162,500 | | Shig Hamamatsu | 3/15/2024 | — | $300,000 | $600,000 | — | — | — | 70,000 | — | — | $605,500 | | Jenny C. Yeh | 3/15/2024 | — | $185,000 | $370,000 | — | — | — | 53,000 | — | — | $458,450 | | James A. Gustke | 3/15/2024 | — | $100,000 | $200,000 | — | — | — | 32,000 | — | — | $276,800 | | | | | $65,000(3) | — | | | | | | | | | Namrata Sabharwal | 3/15/2024 | — | $86,000 | $172,000 | — | — | — | 20,000 | — | — | $173,000 |

  31. Fiscal 2025 Grants of Plan-Based Awards Table

    _________________ (1) Represents grant date of stock awards. (2) Represents threshold, target and maximum payouts for performance under the fiscal 2025 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 3 to this table. 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 Fiscal 2025 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. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding stock options and stock awards held by our named executive officers as of January 31, 2025.

  33. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options(#) Exercisable(1) | Number of Securities Underlying Unexercised Options(#) Unexercisable(1) | Option Exercise Price($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Eric B. Stang | 3/15/2024 | — | — | — | — | 203,125(4) | $2,918,906 | | | 3/8/2023 | — | — | — | — | 140,625(5) | $2,020,781 | | | 3/1/2022 | 65,313 | 29,687(6) | $16.69 | 3/1/2032 | 56,250(7) | $808,313 | | | 3/1/2021 | 56,250 | 3,750(8) | $16.28 | 3/1/2031 | 11,250(9) | $161,663 | | | 3/15/2020 | 40,000 | —(10) | $10.52 | 3/14/2030 | — | — | | | 3/13/2019 | 35,000 | —(11) | $15.49 | 3/12/2029 | — | — | | | 3/14/2018 | 40,000 | —(12) | $11.75 | 3/13/2028 | — | — | | | 2/13/2017 | 50,000 | —(13) | $10.20 | 2/12/2027 | — | — | | Shig Hamamatsu | 3/15/2024 | — | — | — | — | 56,875(14) | $817,294 | | | 3/8/2023 | — | — | — | — | 41,625(15) | $598,151 | | | 3/1/2022 | — | — | — | — | 10,937(16) | $157,165 | | | 9/20/2021 | — | — | — | — | 15,000(17) | $215,550 | | | 3/15/2024 | — | — | — | — | 43,062(18) | $618,801 | | Jenny C. Yeh | 3/8/2023 | — | — | — | — | 23,625(19) | $339,491 | | | 3/1/2022 | — | — | — | — | 10,937(20) | $157,165 | | | 3/1/2021 | 4,063 | 312(21) | $16.28 | 3/1/2031 | 1,375(22) | $19,759 | | | 3/15/2020 | 3,125 | —(23) | $10.52 | 3/14/2030 | — | — | | | 3/13/2019 | 300 | —(24) | $15.49 | 3/12/2029 | — | — | | James A. Gustke | 3/15/2024 | — | — | — | — | 26,000(25) | $281,320 | | | 3/8/2023 | — | — | — | — | 18,000(26) | $258,660 | | | 3/1/2022 | — | — | — | — | 10,937(27) | $157,165 | | | 3/1/2021 | 3,750 | 250(28) | $16.28 | 3/1/2031 | 1,250(29) | $17,963 | | | 3/15/2020 | 4,000 | —(30) | $10.52 | 3/14/2030 | — | — | | | 3/13/2019 | 4,000 | —(31) | $15.49 | 3/12/2029 | — | — | | | 3/14/2018 | 6,800 | —(32) | $11.75 | 3/13/2028 | — | — | | | 2/13/2017 | 8,000 | —(33) | $10.20 | 2/12/2027 | — | — | | Namrata Sabharwal | 3/15/2024 | — | — | — | — | 16,250(34) | $233,513 | | | 3/8/2023 | — | — | — | — | 6,750(35) | $96,998 | | | 3/1/2022 | — | — | — | — | 3,437(36) | $49,390 | | | 3/1/2021 | 938 | 62(37) | $16.28 | 3/1/2031 | 687(38) | $9,872 | | | 3/15/2020 | 1,500 | —(39) | $10.52 | 3/14/2020 | — | — | | | 3/30/2015 | 5,000 | —(40) | $9.18 | 3/30/2025 | — | — |

  34. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    (1) All awards were granted under our 2005 Stock Plan and our EIP. (2) This column represents the fair market value of a share of our common stock based on the closing price of our common stock on the date of grant, as determined by our Board of Directors. (3) The market value of the restricted stock units was determined using the closing price of our common stock on January 31, 2025, as reported on the New York Stock Exchange. (4) These shares are subject to a restricted stock unit grant that originally covered a total of 250,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 15, 2024 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Stang’s continuous service through each vesting date. In addition, if we terminate Mr. Stang’s employment without “cause” or if Mr. Stang resigns for “good reason” (each as defined in Mr. Stang’s CIC Severance Agreement (as such agreement is defined below)) (i) at any time other than during the period beginning three months prior to a change in control of the Company and ending 12 months after such change in control (the “Change in Control Period”), then any outstanding equity awards that would have vested, or could have vested based on the achievement of performance or other conditions, during the 12 month period following Mr. Stang’s termination, will immediately vest, or (ii) during the Change in Control Period, then any outstanding equity awards will immediately vest 100% in full; provided, if any successor to the Company in a change in control refuses to assume, substitute or otherwise continue any outstanding equity awards, the vesting of such awards shall accelerate 100% immediately prior to, and contingent upon, the change in control (the “Stang Acceleration”). These shares are subject to a restricted stock unit grant that originally covered a total of 250,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 8, 2023 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Stang’s continuous service through each vesting date. The Stang Acceleration applies to these shares. These shares cover a total of 95,000 options that vest as follows: 1/16th of the total number of shares subject to the option vested on June 1, 2022 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Mr. Stang’s continuous service through each vesting date. The Stang Acceleration applies to these shares. These shares are subject to a restricted stock unit grant that originally covered a total of 180,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2022 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Stang’s continuous service through each vesting date. The Stang Acceleration applies to these shares. (8) These shares cover a total of 60,000 options that vest as follows: 1/16th of the total number of shares subject to the option vested on June 1, 2021 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Mr. Stang’s continuous service through each vesting date. The Stang Acceleration applies to these shares. (9) These shares are subject to a restricted stock unit grant that originally covered a total of 180,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2021 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Stang’s continuous service through each vesting date. The Stang Acceleration applies to these shares. (10) As of January 31, 2025, Mr. Stang held an option to purchase 35,000 shares of our common stock at an exercise price of $10.52 per share, which is fully vested. (11) As of January 31, 2025, Mr. Stang held an option to purchase 35,000 shares of our common stock at an exercise price of $15.49 per share, which is fully vested. (12) As of January 31, 2025, Mr. Stang held an option to purchase 40,000 shares of our common stock at an exercise price of $11.75 per share, which is fully vested. (13) As of January 31, 2025, Mr. Stang held an option to purchase 50,000 shares of our common stock at an exercise price of $10.20 per share, which is fully vested. (14) These shares are subject to a restricted stock unit grant that originally covered a total of 70,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 15, 2024 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Hamamatsu’s continuous service through each vesting date. In addition, if we terminate Mr. Hamamatsu’s employment without “cause” or if Mr. Hamamatsu resigns for “good reason” (each as defined in Mr. Hamamatsu’s CIC Severance Agreement) (i) at any time other than during the period beginning three months prior to a change in control of the Company and ending 12 months after such change in control (the “Change in Control Period”), then any outstanding equity awards that would have vested, or could have vested based on the achievement of performance or other conditions, during the 12 month period following Mr. Hamamatsu’s termination, will immediately vest, or (ii) during the Change in Control Period, then any outstanding equity awards will immediately vest 100% in full; provided, if any successor to the Company in a change in control refuses to assume, substitute or otherwise continue any outstanding equity awards, the vesting of such awards shall accelerate 100% immediately prior to, and contingent upon, the change in control (the “Hamamatsu Acceleration”). (15) These shares are subject to a restricted stock unit grant that originally covered a total of 74,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 8, 2023 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Hamamatsu’s continuous service through each vesting date. The Hamamatsu Acceleration applies to these shares. (16) These shares are subject to a restricted stock unit grant that originally covered a total of 35,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2022 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Hamamatsu’s continuous service through each vesting date. The Hamamatsu Acceleration applies to these shares. (17) These shares are subject to a restricted stock unit grant that originally covered a total of 80,000 shares of our common stock. 1/4th of the total original number of restricted stock units vested on September 15, 2022 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Hamamatsu’s continuous service through each vesting date. The Hamamatsu Acceleration applies to these shares. (18)

  35. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    These shares are subject to a restricted stock unit grant that originally covered a total of 53,000 shares of our common stock that vested as follows: 1/16th of the total number of shares subject to the option vested on June 15, 2024 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Ms. Yeh’s continuous service through each vesting date. In addition, if we terminate Ms. Yeh’s employment without “cause,” or if Ms. Yeh resigns for “good reason” (each as defined in Ms. Yeh’s CIC Severance Agreement) at any time during the period beginning three months prior to a change in control of the Company and ending 12 months after such change in control, then any outstanding equity awards will immediately vest 100% in full; provided, if any successor to the Company in a change in control refuses to assume, substitute or otherwise continue any outstanding equity awards, the vesting of such awards shall accelerate 100% immediately prior to, and contingent upon, the change in control (the “Yeh Acceleration”). (19) These shares are subject to a restricted stock unit grant that originally covered a total of 42,000 shares of our common stock that vested as follows: 1/16th of the total number of shares subject to the option vested on June 8, 2023 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Ms. Yeh’s continuous service through each vesting date. The Yeh Acceleration applies to these shares. (20) These shares are subject to a restricted stock unit grant that originally covered a total of 35,000 shares of our common stock that vested as follows: 1/16th of the total number of shares subject to the option vested on June 1, 2022 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Ms. Yeh’s continuous service through each vesting date. The Yeh Acceleration applies to these shares. (21) These shares cover an original grant with a total of 5,000 options that vest as follows: 1/16th of the total number of shares subject to the option vested on June 1, 2021 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Ms. Yeh’s continuous service through each vesting date. The Yeh Acceleration applies to these shares. (22) These shares are subject to a restricted stock unit grant that originally covered a total of 22,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2021 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Ms. Yeh’s continuous service through each vesting date. The Yeh Acceleration applies to these shares. (23) As of January 31, 2025, Ms. Yeh held an option to purchase 3,125 shares of our common stock at an exercise price of $10.52 per share, which is fully vested. (24) As of January 31, 2025, Ms. Yeh held an option to purchase 3,125 shares of our common stock at an exercise price of $15.49 per share, which is fully vested. These shares are subject to a restricted stock unit grant that originally covered a total of 32,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 15, 2024 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Gustke’s continuous service through each vesting date. In addition, if we terminate Mr. Gustke’s employment without “cause,” or if Mr. Gustke resigns for “good reason” (each as defined in Mr. Gustke’s CIC Severance Agreement) at any time during the period beginning three months prior to a change in control of the Company and ending 12 months after such change in control, then any outstanding equity awards will immediately vest 100% in full; provided, if any successor to the Company in a change in control refuses to assume, substitute or otherwise continue any outstanding equity awards, the vesting of such awards shall accelerate 100% immediately prior to, and contingent upon, the change in control (the “Gustke Acceleration”). These shares are subject to a restricted stock unit grant that originally covered a total of 32,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 8, 2023 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Gustke’s continuous service through each vesting date. The Gustke Acceleration applies to these shares. (27) These shares are subject to a restricted stock unit grant that originally covered a total of 35,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2022 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Gustke’s continuous service through each vesting date. The Gustke Acceleration applies to these shares. (28) These shares cover a total of 4,000 options that vest as follows: 1/16th of the total number of shares subject to the option vested on June 1, 2021 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Mr. Gustke’s continuous service through each vesting date. The Gustke Acceleration applies to these shares. (29) These shares are subject to a restricted stock unit grant that originally covered a total of 20,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2021 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Mr. Gustke’s continuous service through each vesting date. The Gustke Acceleration applies to these shares. (30) These shares cover a total of 4,000 options that vest as follows: 1/16th of the total number of shares subject to the option vested on June 15, 2020 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Mr. Gustke’s continuous service through each vesting date. The Gustke Acceleration applies to these shares. (31) As of January 31, 2025, Mr. Gustke held an option to purchase 4,000 shares of our common stock at an exercise price of $15.49 per share, which is fully vested. (32) As of January 31, 2025, Mr. Gustke held an option to purchase 6,800 shares of our common stock at an exercise price of $11.75 per share, which is fully vested. (33) As of January 31, 2025, Mr. Gustke held an option to purchase 8,000 shares of our common stock at an exercise price of $10.20 per share, which is fully vested. (34)

  36. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    These shares are subject to a restricted stock unit grant that originally covered a total of 20,000 shares of our common stock that vested as follows: 1/16th of the total number of shares subject to the option vested on June 15, 2024 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Ms. Sabharwal’s continuous service through each vesting date. In addition, if we terminate Ms. Sabharwal's employment without “cause,” or if Ms. Sabharwal resigns for “good reason” (each as defined in Ms. Sabharwal's CIC Severance Agreement) at any time during the period beginning three months prior to a change in control of the Company and ending 12 months after such change in control, then any outstanding equity awards will immediately vest 100% in full; provided, if any successor to the Company in a change in control refuses to assume, substitute or otherwise continue any outstanding equity awards, the vesting of such awards shall accelerate 100% immediately prior to, and contingent upon, the change in control (the “Sabharwal Acceleration”). (35) These shares are subject to a restricted stock unit grant that originally covered a total of 12,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 8, 2023 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Ms. Sabharwal’s continuous service through each vesting date. The Sabharwal Acceleration applies to these shares. (36) These shares are subject to a restricted stock unit grant that originally covered a total of 11,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2022 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Ms. Sabharwal’s continuous service through each vesting date. The Sabharwal Acceleration applies to these shares. (37) These shares cover a total of 1,000 options that vest as follows: 1/16th of the total number of shares subject to the option vested on June 1, 2021 and an additional 1/16th of the total number of shares subject to the option vesting every third month thereafter, subject to Ms. Sabharwal’s continuous service through each vesting date. The Sabharwal Acceleration applies to these shares. (38) These shares are subject to a restricted stock unit grant that originally covered a total of 11,000 shares of our common stock. 1/16th of the total original number of restricted stock units vested on June 1, 2021 and 1/16th of the total original number of restricted stock units vest every 3rd month anniversary thereafter, subject to Ms. Sabharwal’s continuous service through each vesting date. The Sabharwal Acceleration applies to these shares. (39) As of January 31, 2025, Ms. Sabharwal held an option to purchase 5,000 shares of our common stock at an exercise price of $10.52 per share, which is fully vested. As of January 31, 2025, Ms. Sabharwal held an option to purchase 5,000 shares of our common stock at an exercise price of $9.18 per share, which is fully vested.

  37. Option Exercises and Stock Awards Vested in Fiscal 2025 Table

    Option Exercises and Stock Awards Vested in Fiscal 2025 Table The following table summarizes certain information regarding stock options exercised and stock awards vested for our named executive officers during fiscal 2025. The value realized on exercise is calculated as the difference between the closing price of our common stock at the time of exercise and the applicable exercise price of the stock options multiplied by the number of exercised shares. The value realized on stock award vesting is calculated based on the closing price of our common stock on the vesting date multiplied by the number of shares vested.

  38. Option Exercises and Stock Awards Vested in Fiscal 2025 Table

    | | 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 B. Stang | 190,000 | 743,993 | 208,125 | $2,285,644 | | Shig Hamamatsu | — | — | 60,375 | $667,443 | | Jenny C. Yeh | — | — | 35,813 | $395,537 | | James A. Gustke | 15,500 | 69,084 | 18,628 | $204,099 | | Namrata Sabharwal | — | — | 12,875 | $141,937 |

  39. 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.

  40. 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, 2025, 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, 2025, last trading day in fiscal 2025). The actual amounts to be paid can only be determined at the time of such event.

  41. 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 B. Stang | $600,000 | $600,000 | $25,910 | $2,604,563 | — | $3,830,473 | | Shig Hamamatsu | $333,750 | — | $23,507 | — | — | $357,257 | | Jenny C. Yeh | $322,500 | — | $6,207 | — | — | $328,707 | | James A. Gustke | — | — | — | — | — | — | | Namrata Sabharwal | — | — | — | — | — | — |

  42. 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, 2025, 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, 2025, last trading day in fiscal 2025). The actual amounts to be paid can only be determined at the time of such event.

  43. 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 B. Stang | $1,200,000 | $1,200,000 | $51,820 | $5,909,663 | — | $8,361,483 | | Shig Hamamatsu | $445,000 | $300,000 | $31,343 | $1,788,160 | — | $2,564,503 | | Jenny C. Yeh | $430,000 | $185,000 | $8,276 | $1,139,699 | — | $1,762,975 | | James A. Gustke | — | — | — | $807,407 | — | $807,407 | | Namrata Sabharwal | — | — | — | $389,772 | — | $389,772 |

  44. 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, 2025: • 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 Fiscal 2025 Summary Compensation Table included in this Proxy Statement, was $3,584,848. Based on the above, for fiscal 2025, the ratio of Mr. Stang’s total annual compensation to the median of the total annual compensation of all employees was 38 to 1. SEC rules permit a registrant to use the same median compensation information for comparison purposes for up to three years. Accordingly, we have calculated our disclosure based on the median employee identified as of January 31, 2023. 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 Fiscal 2025 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 2025 Summary Compensation Table included in this Proxy Statement.

  45. Pay Versus Performance

    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.

  46. Pay Versus Performance

    | | | | | | 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) | | 2025 | $3,584,848 | $5,656,895 | $1,013,779 | $1,370,499 | $109.44 | $104.91 | $(6.90) | $256.85 | | 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 |

  47. Pay Versus Performance

    (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2025, 2024, 2023, 2022 and 2021:

  48. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Eric B. Stang | Shig Hamamatsu, Jenny Yeh, James Gustke, Namrata Sabharwal | | 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 |

  49. Pay Versus Performance

    (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 Fiscal 2025 Summary Compensation Table (refer to “Executive Compensation– Fiscal 2025 Summary Compensation Table” for additional information). The following table shows the amounts deducted from and added to the Fiscal 2025 Summary Compensation Table total to calculate “compensation actually paid” to Mr. Stang in accordance with the Pay Versus Performance Rules:

  50. Pay Versus Performance

    | 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 | | 2025 | $3,584,848 | $(2,162,500) | $2,918,906 | $784,842 | $547,031 | $(16,232) | $5,656,895 |

  51. Pay Versus Performance

    The following table shows the amounts deducted from and added to the average Fiscal 2025 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:

  52. Pay Versus Performance

    | 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 | | 2025 | $1,013,779 | $(378,438) | $510,807 | $128,475 | $95,732 | $143 | $1,370,499 |

  53. Pay Versus Performance

    (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, 2025. (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 2025, 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 2025, to Company performance, as further described in “Elements of Our Executive Compensation Program”.

  54. Pay Versus Performance

    | Most Important Performance Measures | | Total Revenue | | Adjusted EBITDA |

  55. Pay Versus Performance

    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

  56. 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, three Class I directors will be elected for three-year terms.