Independent
Tenure on this board
9.9 yrs
2 nominees · 3 ballot items.
Election of two Class II directors; Ratification of KPMG LLP as independent auditors for fiscal 2027; Non-binding advisory vote to approve executive compensation (Say-on-Pay).
Elect two Class II directors (Susan G. Butenhoff and Russ Mann) to serve three-year terms expiring in 2029.
Ratify the appointment of KPMG LLP as Ooma’s independent registered public accounting firm for the year ending January 31, 2027.
This proposal asks shareholders to ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2027. Management seeks approval to confirm continuity of the auditor relationship selected by the audit committee; the audit committee emphasizes independence and experience, noting KPMG has served since June 2021. Ratification is routine majority-approved matter and provides the board a shareholder endorsement of its choice; if shareholders do not ratify, the audit committee may reconsider its selection, but the committee retains discretion to change auditors at any time. The recommendation to vote for is motivated by the audit committee’s oversight role, KPMG’s familiarity with the company’s financials, and the desire to maintain audit continuity and experience. The matter is routine and typically passes; broker discretionary voting is permitted for this item, reducing the risk of broker non-votes that could affect other non-routine items.
Non-binding advisory vote to approve the compensation paid to named executive officers for fiscal 2026 as disclosed in the proxy statement.
Management is asking shareholders to approve, on a non-binding basis, the company’s executive compensation for fiscal 2026 as disclosed in the proxy. The compensation committee argues that the program—composed of base salary, performance-based cash bonuses tied to adjusted EBITDA and revenue goals, and equity awards (RSUs)—is designed to attract, retain and motivate executives and align their interests with stockholders. The committee notes that bonuses for 2026 were determined under a pre-set formula but that it exercised discretion to award supplemental bonuses relating to strategic acquisitions (Q4 Acquisitions) that were excluded from formulaic targets; this contextual nuance is central to the governance debate because it reflects committee discretion applied after-the-fact, which may concern some investors. Management emphasizes competitive benchmarking, burn-rate considerations, clawback policy compliance, and alignment via long-term RSUs. The vote is advisory; the board will consider results but is not bound. The recommendation for 'for' is grounded in the committee's rationale that overall compensation practices remain aligned with performance and competitive market practice, but investors should weigh the discretionary adjustments and treatment of acquisition-related performance in evaluating governance quality.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Trigran Investments, Inc. | 7.1% | 1,948,061 | $23M |
| 2 | VANGUARD GROUP INC | 4.8% | 1,316,963 | $15M |
| 3 | BlackRock, Inc. | 4.4% | 1,222,307 | $14M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.8% | 1,045,594 | $12M |
| 5 | BlackRock, Inc. | 3.5% | 970,153 | $11M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 3.0% | 813,103 | $10M |
| 7 | BlackRock, Inc. | 2.5% | 675,573 | $8M |
| 8 | STATE STREET CORP | 1.9% | 523,408 | $6M |
| 9 | BlackRock, Inc. | 1.9% | 519,601 | $6M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.9% | 513,820 | $6M |
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