Andrew Galligan
About Andrew H. Galligan
Andrew H. Galligan, age 68, is an independent director of Ooma and chair of the Audit Committee. He has served on Ooma’s Board since December 2014. He is designated by the Board as the audit committee financial expert and qualifies as independent under NYSE/SEC standards. He holds a B.B.S. in Business and Finance from Trinity College, Dublin, and is a Fellow of the Institute of Chartered Accountants in Ireland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevro Corp. (public) | Chief Financial Officer | 10 years | Senior financial executive experience |
| Ooma, Inc. | Chief Financial Officer; later consultant | CFO Feb 2009–May 2010; consultant ~4 years | Historical company knowledge |
| Reliant Technologies (acquired by Solta Medical) | Chief Financial Officer | 2007–2008 | Med device finance leadership |
| KPMG LLP; Raychem Corp. | Various financial positions | Early career | Audit/industrial finance grounding |
External Roles
| Organization | Role | Start | Committees |
|---|---|---|---|
| Arcellx (public biotech) | Director | March 2025 | Audit Committee member |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Galligan independent under SEC/NYSE listing standards |
| Board class/term | Class III; current term expires at 2027 annual meeting |
| Committees | Audit (Chair); not listed on Compensation or Nominating/Governance |
| Audit Committee activity | 8 meetings in fiscal 2025; Galligan designated audit committee financial expert |
| Board meeting attendance | Board held 5 meetings; each director attended at least 75% of Board and applicable committee meetings |
| Lead Independent Director | William D. Pearce serves as Lead Non-Management Director |
| 2024 shareholder vote (director election) | For 17,670,690; Withheld 1,202,476; Broker non-votes 3,416,814 (Class III election, June 6, 2024) |
Fixed Compensation
| Component | Ooma Policy (FY2025) | Galligan FY2025 Actual |
|---|---|---|
| Board annual cash retainer | $40,000 | Included in cash fees |
| Audit Committee Chair fee | $20,000 | Included in cash fees |
| Total cash fees | — | $60,000 |
| Expense reimbursement | Reasonable Board/committee travel expenses reimbursed | As incurred |
Performance Compensation
| Equity Element | Policy/Structure | Galligan FY2025 Grant |
|---|---|---|
| Annual RSU grant | RSUs sized to $150,000 divided by 30-trading-day average price before grant; vests at next annual meeting (time-based) | Stock awards (grant-date fair value): $174,212; as of Jan 31, 2025 he held 19,685 unvested RSUs |
Notes:
- Non-employee directors held no stock options as of January 31, 2025 .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Arcellx | Public | Director; Audit Committee member | No related-party transactions with Ooma disclosed |
Expertise & Qualifications
- Audit committee financial expert; deep financial/accounting expertise from multiple CFO roles in public and private companies .
- Chartered accountant (Fellow, ICAI); Trinity College Dublin B.B.S. in Business & Finance .
- Prior Ooma CFO and consultant, providing historical and operational knowledge .
Equity Ownership
| Measure | Amount |
|---|---|
| Common stock (beneficial) | 222,247 shares of restricted stock (all vested as of Apr 10, 2025) |
| RSUs vesting within 60 days | 19,685 shares |
| Options exercisable within 60 days | — (none) |
| Total beneficial ownership | 241,932 shares; less than 1% of outstanding |
| Ownership guidelines | Directors must hold 3x annual cash retainer; all directors met requirements as of Jan 31, 2025 |
| Hedging/pledging | Policy prohibits directors from hedging; pledging/margin generally prohibited without approval |
Governance Assessment
- Strengths: Independent director; Audit Chair; designated audit committee financial expert; active committee engagement (8 audit meetings in FY2025); director-level equity ownership with guideline compliance; no related-party transactions disclosed; shareholder support evidenced by 2024 election results (17.67M For vs. 1.20M Withheld) .
- Potential considerations: Historical affiliation as Ooma’s CFO and consultant could raise independence perception concerns, but the Board has affirmatively determined his independence under applicable rules. Concurrent external public board (Arcellx) should be monitored for potential time commitment or conflict issues; no Ooma-related dealings disclosed with Arcellx .
- Broader governance backdrop: Lead Independent Director structure in place; each director met at least 75% attendance; non-employee director pay is weighted to equity (annual RSUs with one-year vest), aligning with shareholders. Company-wide Say-on-Pay received over 93% support in 2024, indicating supportive investor sentiment toward compensation governance generally .