Jenny Yeh
About Jenny Yeh
Senior Vice President and Chief Legal Officer (since Dec 2024) and Director (since Jan 2021) at Ooma. Age 51; B.A. University of California, Berkeley and J.D. Georgetown University Law Center . Ooma FY2025 performance: revenue $256.9M (+8.5% YoY), Adjusted EBITDA $23.3M (+17.2% YoY), GAAP net loss $(6.9)M; non‑GAAP net income $18.0M . Pay‑versus‑performance shows Company TSR value of $109.44 for FY2025 on a $100 base (peer TSR $104.91) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ooma | General Counsel; Vice President | Dec 2018–Dec 2024 (VP through Feb 2024) | Built and oversaw all legal and regulatory affairs . |
| Sphere 3D Corp. | Senior Vice President & General Counsel | Oct 2015–Nov 2017 | Led public company legal function in storage/software; transactions and governance . |
| General Electric | Senior legal advisory team member | Sep 2011–Mar 2015 | Complex transactions; global legal operations support . |
| Baker & McKenzie | Partner | 2007–2011 | Cross‑border M&A; corporate governance; securities . |
| Wilson Sonsini Goodrich & Rosati | Associate | Earlier career (years not specified) | Represented tech/emerging growth companies (securities, governance, venture financings, IPOs) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external public company directorships disclosed . |
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $350,000 | $387,500 | $442,500 |
| Discretionary Bonus | $50,000 | $37,400 | $6,000 |
| Target Bonus Opportunity | $170,000 (FY2024 target; FY2023 target not disclosed) | $170,000 | $185,000 |
| Non‑Equity Incentive (Bonus Plan Payout) | $190,000 | $132,600 | $269,000 |
| Stock Awards (Grant Date Fair Value) | $584,150 | $552,300 | $458,450 |
| Total Compensation | $1,186,260 | $1,122,676 | $1,189,456 |
Notes:
- FY2025 base salary set at $430,000 effective May 1, 2024; paid salary reflects proration and timing .
- Proxy narrative states discretionary bonuses of $6,000 (CEO) and $25,250 (Yeh), but the Summary Compensation Table shows $25,250 for CEO and $6,000 for Yeh; we use table values for precision .
Performance Compensation
| Element | Metric | Target | Actual | Payout Formula/Result | Vesting |
|---|---|---|---|---|---|
| Annual Bonus Plan (FY2025) | Total Revenue | $254.0M | $256.9M | 101.1% achievement contributes to overall multiplier ~134% | Cash paid per plan; Yeh non‑equity incentive $269,000 |
| Annual Bonus Plan (FY2025) | Adjusted EBITDA | $21.8M | $23.3M | 106.8% achievement contributes to overall multiplier ~134% | Cash paid per plan; see above |
| Equity (RSUs) | Time‑based RSUs | N/A (time‑based) | N/A | Aligns with share price; retention value; no performance RSUs outstanding | Typical RSU vesting 1/16th quarterly over 4 years (e.g., 6/15/2024 start for 3/15/2024 grant) |
| Options | None in FY2025 | — | — | No option grants to NEOs in FY2025 to manage burn rate | Legacy options outstanding with prior vest schedules |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 4/10/2025) | 75,435 shares (59,072 vested restricted stock; 7,800 options exercisable within 60 days; 8,563 RSUs vesting within 60 days); <1% ownership . |
| Unvested RSUs (selected lots) | 23,625 (3/8/2023 grant), 10,937 (3/1/2022), 1,375 (3/1/2021); market values disclosed in Outstanding Awards table . |
| Options Outstanding | 4,063 exercisable / 312 unexercisable (3/1/2021, $16.28 strike; expires 3/1/2031); plus fully vested prior options at $10.52 and $15.49 strikes . |
| ESPP Participation | 14,918 shares purchased historically via ESPP (Company closing price $12.00 on 4/10/2025) . |
| Stock Ownership Guidelines | 1× base salary for executive officers (3× for CEO); all executives met FY2025 requirement . |
| Hedging/Pledging | Prohibited; executives may not hedge or pledge; none of the named executives have pledged securities . |
| Trading Controls | 10b5‑1 plans or pre‑clearance; blackout periods apply . |
| Burn Rate/Overhang (Company context) | 3‑yr average net burn rate 4.5%; equity overhang 17.7% . |
Employment Terms
| Provision | Outside Change‑in‑Control (CIC) | During CIC Period |
|---|---|---|
| Severance Cash | 9 months base salary | 12 months base salary + 100% target bonus + pro‑rata year‑of‑termination bonus |
| Benefits | Lump sum COBRA premiums for 9 months | Lump sum COBRA premiums for 12 months |
| Equity Vesting | No acceleration disclosed outside CIC for Yeh | 100% acceleration of outstanding equity; if successor does not assume awards, acceleration occurs immediately prior to CIC |
| Triggers | Termination without cause (outside CIC); termination without cause or resignation for good reason (during CIC) | |
| 280G “Better‑of” | Benefits reduced or paid in full to maximize after‑tax value; no tax gross‑ups | |
| Clawback | Compensation Recovery Policy compliant with SEC/NYSE; applies to cash and equity incentive awards from Oct 2, 2023 |
Board Governance
- Board Service: Director since 2021; nominee for Class I director to serve until 2028 if elected .
- Independence: Board determined Yeh (as an executive officer) is not independent; six of eight current directors are independent .
- Committees: Audit, Compensation, and Nominating & Governance committees are fully independent; Yeh is not listed as a committee member .
- Board Leadership: CEO is also Chairman; Lead Non‑Management Director (William D. Pearce) presides over executive sessions, providing independent oversight .
- Attendance: Board held five meetings in FY2025; each director attended at least 75% of Board/committee meetings; all continuing directors attended 2024 annual meeting .
Director Compensation (Context)
- Non‑employee directors receive $40,000 annual retainer plus committee fees, and annual RSU grants targeted at $150,000; employee directors (e.g., Yeh) receive no additional director compensation .
- FY2025 outside director compensation totals and RSU practices disclosed (19,685 unvested RSUs at FYE for each outside director) .
Compensation Structure Analysis
- Shift in mix: FY2025 equity grants favored RSUs; no options granted to NEOs to manage burn rate—lower risk and greater retention value versus options .
- Cash comp increases: Yeh’s base salary raised 7.5% (to $430,000 effective May 1, 2024) and target bonus raised 8.9% (to $185,000), aligning to peer market medians .
- Pay‑for‑performance: Above‑target corporate results (revenue and Adjusted EBITDA) produced a ~134% bonus multiplier; Yeh’s non‑equity incentive payout rose accordingly .
- Governance safeguards: No tax gross‑ups; EIP prohibits repricing/buyouts; dividends not paid on unvested awards; clawback policy in place .
Say‑on‑Pay & Shareholder Feedback
- FY2024 Say‑on‑Pay received >93% approval; Compensation Committee considers results in future decisions .
Risk Indicators & Red Flags
- Related party transactions: None over $120,000 involving directors/executives disclosed for the period .
- Section 16(a) reporting: One late Form 4 for Yeh (53,000 RSU grant) attributed to clerical error; other reports believed timely .
- Hedging/pledging prohibited; no tax gross‑ups; EIP prohibits repricing; independent committees oversee compensation risks .
Expertise & Qualifications
- 25+ years in corporate law, transactions, and litigation; deep experience in public company governance, cross‑border M&A, and securities law .
- Education: UC Berkeley (B.A.), Georgetown Law (J.D.) .
- Internal leadership: Oversees legal and regulatory affairs; strategic and business acumen cited by Board .
Work History & Career Trajectory
- Progressive legal leadership across top firms (WSGR, Baker & McKenzie) and corporates (GE, Sphere 3D), then Ooma GC and CLO roles culminating with board service .
Compensation Committee Analysis
- Members: Hand, Mann, Pearce (Chair); fully independent .
- Consultant: Compensia, independent; provided peer benchmarking and market data; no other services .
- Peer group orientation: Telecom services/enterprise software peers (revenues 0.33–3.0× Ooma; market cap 0.25–4.0×) used to anchor pay at ~50th percentile .
Investment Implications
- Alignment and retention: Quarterly RSU vesting schedule (1/16th over four years) and executive stock ownership guidelines (met) support retention; expect periodic 10b5‑1 plan sales rather than discretionary selling, mitigating insider‑selling pressure .
- Pay‑for‑performance linkage: Bonus plan tied to revenue and Adjusted EBITDA delivered above‑target payouts on achieved growth, signaling management confidence and execution against plan .
- Governance quality: Independent committees, clawback, and anti‑hedging/pledging policies reduce governance and compensation risk; CEO/Chair dual role is offset by Lead Independent Director oversight, but investors may still prefer enhanced independent leadership over time .
- Severance/CIC economics: Double‑trigger acceleration and 12‑month cash/benefit protections (with 280G “better‑of” cutback) are market‑standard; low ownership percentage (<1%) reduces raw “skin‑in‑the‑game” but ESPP participation and guidelines help alignment .