Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jan. 31, 2024 | |
Cover [Abstract] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Registrant Name | OOMA, INC. |
Entity Central Index Key | 0001327688 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus P erformance This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the compensation committee evaluates compensation decisions. Value of Initial Fixed $100 Investment Based On:(5) Fiscal Year(1) Summary Compensation Table Total for PEO Compensation Actually Paid to PEO(2)(3) Average Summary Compensation Table Total for Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs(2)(4) Total Shareholder Return Peer Group Total Shareholder Return Net Losses (in millions) Total Revenue (in millions)(6) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2024 $ 4,350,306 $ 2,786,861 $ 1,052,632 $ 833,134 $ 82.41 $ 91.58 $ ( 0.84 ) $ 236.74 2023 $ 4,968,334 $ 2,919,461 $ 1,031,729 $ 778,606 $ 109.44 $ 91.34 $ ( 3.66 ) $ 216.17 2022 $ 4,736,784 $ 6,835,673 $ 1,205,006 $ 1,070,882 $ 137.40 $ 112.67 $ ( 1.75 ) $ 192.29 2021 $ 2,971,584 $ 3,514,742 $ 906,875 $ 1,001,831 $ 102.59 $ 109.92 $ ( 2.44 ) $ 168.95 (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023, 2022 and 2021: Year PEO Non-PEO NEOs 2024 Eric B. Stang Shig Hamamatsu, Jenny Yeh, James Gustke, Namrata Sabharwal 2023 Eric B. Stang Shig Hamamatsu, Jenny Yeh, James Gustke, Namrata Sabharwal 2022 Eric B. Stang Shig Hamamatsu, Jenny Yeh, Ravi Narula (our former Chief Financial Officer), James Gustke 2021 Eric B. Stang Jenny Yeh, Ravi Narula, James Gustke (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation– 2024 Summary Compensation Table” for additional information). (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” t o Mr. Stang in accordance with the Pay Versus Performance Rules: Fiscal Year Summary Compensation Table Total for PEO Reported Value of Equity Awards Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Compensation Actually Paid to PEO 2024 $ 4,350,306 $ ( 3,287,500 ) $ 2,197,813 $ ( 802,105 ) $ 582,344 $ ( 253,995 ) $ 2,786,861 2023 $ 4,968,334 $ ( 3,769,900 ) $ 2,550,940 $ ( 728,655 ) $ 562,501 $ ( 663,759 ) $ 2,919,461 2022 $ 4,736,784 $ ( 3,403,800 ) $ 3,060,181 $ 714,295 $ 754,432 $ 973,780 $ 6,835,673 2021 $ 2,971,584 $ ( 1,660,000 ) $ 1,745,798 $ 35,393 $ 433,091 $ 11,123 $ 3,514,742 (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules: Equity Award Adjustments Fiscal Year Average Summary Compensation Table Total for Non-PEO NEOs Average Reported Value of Equity Awards Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Average Compensation Actually Paid to Non-PEO NEOs 2024 $ 1,052,632 $ ( 526,000 ) $ 351,650 $ ( 108,604 ) $ 93,175 $ ( 29,719 ) $ 833,134 2023 $ 1,031,729 $ ( 484,010 ) $ 338,586 $ ( 98,820 ) $ 74,485 $ ( 83,363 ) $ 778,606 2022 $ 1,205,006 $ ( 871,608 ) $ 530,521 $ 43,493 $ 62,442 $ 101,027 $ 1,070,882 2021 $ 906,875 $ ( 345,087 ) $ 357,662 $ 5,713 $ 78,289 $ ( 1,622 ) $ 1,001,831 (5) In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group total shareholder return (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100 on January 31, 2020, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the NASDAQ Telecommunications Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended January 31, 2024. (6) We have determined that Total Revenue, is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for fiscal year 2024, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules). | |||
Company Selected Measure Name | Total Revenue | |||
Named Executive Officers, Footnote | (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023, 2022 and 2021: Year PEO Non-PEO NEOs 2024 Eric B. Stang Shig Hamamatsu, Jenny Yeh, James Gustke, Namrata Sabharwal 2023 Eric B. Stang Shig Hamamatsu, Jenny Yeh, James Gustke, Namrata Sabharwal 2022 Eric B. Stang Shig Hamamatsu, Jenny Yeh, Ravi Narula (our former Chief Financial Officer), James Gustke 2021 Eric B. Stang Jenny Yeh, Ravi Narula, James Gustke | |||
Peer Group Issuers, Footnote | (5) In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group total shareholder return (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100 on January 31, 2020, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the NASDAQ Telecommunications Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended January 31, 2024. | |||
PEO Total Compensation Amount | $ 4,350,306 | $ 4,968,334 | $ 4,736,784 | $ 2,971,584 |
PEO Actually Paid Compensation Amount | $ 2,786,861 | 2,919,461 | 6,835,673 | 3,514,742 |
Adjustment To PEO Compensation, Footnote | (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” t o Mr. Stang in accordance with the Pay Versus Performance Rules: Fiscal Year Summary Compensation Table Total for PEO Reported Value of Equity Awards Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Compensation Actually Paid to PEO 2024 $ 4,350,306 $ ( 3,287,500 ) $ 2,197,813 $ ( 802,105 ) $ 582,344 $ ( 253,995 ) $ 2,786,861 2023 $ 4,968,334 $ ( 3,769,900 ) $ 2,550,940 $ ( 728,655 ) $ 562,501 $ ( 663,759 ) $ 2,919,461 2022 $ 4,736,784 $ ( 3,403,800 ) $ 3,060,181 $ 714,295 $ 754,432 $ 973,780 $ 6,835,673 2021 $ 2,971,584 $ ( 1,660,000 ) $ 1,745,798 $ 35,393 $ 433,091 $ 11,123 $ 3,514,742 | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,052,632 | 1,031,729 | 1,205,006 | 906,875 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 833,134 | 778,606 | 1,070,882 | 1,001,831 |
Adjustment to Non-PEO NEO Compensation Footnote | (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules: Equity Award Adjustments Fiscal Year Average Summary Compensation Table Total for Non-PEO NEOs Average Reported Value of Equity Awards Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Average Compensation Actually Paid to Non-PEO NEOs 2024 $ 1,052,632 $ ( 526,000 ) $ 351,650 $ ( 108,604 ) $ 93,175 $ ( 29,719 ) $ 833,134 2023 $ 1,031,729 $ ( 484,010 ) $ 338,586 $ ( 98,820 ) $ 74,485 $ ( 83,363 ) $ 778,606 2022 $ 1,205,006 $ ( 871,608 ) $ 530,521 $ 43,493 $ 62,442 $ 101,027 $ 1,070,882 2021 $ 906,875 $ ( 345,087 ) $ 357,662 $ 5,713 $ 78,289 $ ( 1,622 ) $ 1,001,831 | |||
Compensation Actually Paid vs. Total Shareholder Return | Compensation Actually Paid and Company TSR | |||
Compensation Actually Paid vs. Net Income | Compensation Actually Paid and Net Losses | |||
Compensation Actually Paid vs. Company Selected Measure | Compensation Actually Paid and Total Revenue Compensation Actually Paid vs. Total Revenue | |||
Total Shareholder Return Vs Peer Group | TSR of the Company and TSR of the Peer Group | |||
Tabular List, Table | Tabular Disclosure of Most Important Performance Measures In accordance with the Pay Versus Performance Rules, the following table lists the measures that, in the Company’s assessment, represent the most important financial performance measures used to link “compensation actually paid” to the Company’s NEOs, for fiscal year 2024, to Company performance, as further described in “Elements of Our Executive Compensation Program ” . Most Important Performance Measures Total Revenue Adjusted EBITDA | |||
Total Shareholder Return Amount | $ 82.41 | 109.44 | 137.4 | 102.59 |
Peer Group Total Shareholder Return Amount | 91.58 | 91.34 | 112.67 | 109.92 |
Net Income (Loss) | $ (840,000) | $ (3,660,000) | $ (1,750,000) | $ (2,440,000) |
Company Selected Measure Amount | 236,740,000 | 216,170,000 | 192,290,000 | 168,950,000 |
PEO Name | Eric B. Stang | Eric B. Stang | Eric B. Stang | Eric B. Stang |
Additional 402(v) Disclosure | 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. | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Total Revenue | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
PEO | Reported Value of Equity Awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (3,287,500) | $ (3,769,900) | $ (3,403,800) | $ (1,660,000) |
PEO | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,197,813 | 2,550,940 | 3,060,181 | 1,745,798 |
PEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (802,105) | (728,655) | 714,295 | 35,393 |
PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 582,344 | 562,501 | 754,432 | 433,091 |
PEO | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (253,995) | (663,759) | 973,780 | 11,123 |
Non-PEO NEO | Reported Value of Equity Awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (526,000) | (484,010) | (871,608) | (345,087) |
Non-PEO NEO | Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 351,650 | 338,586 | 530,521 | 357,662 |
Non-PEO NEO | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (108,604) | (98,820) | 43,493 | 5,713 |
Non-PEO NEO | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 93,175 | 74,485 | 62,442 | 78,289 |
Non-PEO NEO | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (29,719) | $ (83,363) | $ 101,027 | $ (1,622) |