Sector: Information Technology
OOMA INC · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Butenhoff has served since 2016 and brings relevant technology industry experience; Ooma's 3-year stock return outperformed the disclosed compensation peer group median by +37.1 percentage points, well above the 35-point threshold needed to trigger a no vote, and no other policy flags apply.
Mann has served since 2009 and brings extensive CEO, software, and B2B SaaS experience; Ooma's 3-year stock return outperformed the disclosed compensation peer group median by +37.1 percentage points, well above the 35-point threshold needed to trigger a no vote, and he holds only two public board seats (Ooma and Thinkific Labs), which is within the overboarding limit.
Both Class II director nominees pass all policy screens: Ooma's 3-year total shareholder return of +15.5% outperformed the compensation peer group median of -21.6% by +37.1 percentage points, which does not exceed the 35-point underperformance threshold required to trigger a no vote (note: the gap is in Ooma's favor, not against it). Neither nominee is overboarded, and attendance at board and committee meetings was at least 75% for all directors during fiscal 2026. Both nominees are FOR.
CEO
Eric B. Stang
Total Comp
$3,584,979
Prior Support
97%%
The prior year say-on-pay vote received over 97% support, reflecting strong shareholder endorsement of the pay structure. The CEO's fiscal 2026 total compensation of approximately $5.0 million (from the Summary Compensation Table) is within a reasonable range for a CEO of a ~$400 million market cap technology company, and the pay mix is heavily weighted toward variable pay — base salary of $619,551 represents only about 12% of total compensation, with the remainder in performance-based bonuses and stock awards that vest over four years, well satisfying the policy's requirement that at least 50-60% of pay be variable. Ooma's 3-year stock return of +15.5% significantly outperformed its compensation peer group median of -21.6%, meaning above-benchmark incentive pay is aligned with shareholder outcomes, and the company maintains a formal clawback policy covering all Section 16 officers. Note: The $3,584,979 figure in the CEO COMPENSATION block reflects fiscal 2025 total compensation as reported in the prior-year column of the Summary Compensation Table; fiscal 2026 total compensation was $5,028,580, driven largely by a larger equity grant of $3,852,800.
Auditor
KPMG LLP
Tenure
5 yrs
Audit Fees
$2,486,000
Non-Audit Fees
$152,000
KPMG has audited Ooma since June 2021 (approximately 5 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax services of $152,000) represent only about 6% of audit fees ($2,486,000), comfortably below the 50% threshold. KPMG is a Big 4 firm appropriate for a company of Ooma's size. No policy triggers apply.
Ooma's 2026 annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which pass our policy screens and warrant FOR votes. The company's stock has meaningfully outperformed its compensation peer group over the past three years, executive pay is heavily weighted toward variable compensation aligned with multi-year equity vesting, the auditor is a Big 4 firm with a short tenure and minimal non-audit fees, and last year's say-on-pay vote received overwhelming 97% shareholder support.
19 companies disclosed in 2026 proxy filing
