Judi Hand
About Judi A. Hand
Judi A. Hand (age 63) has served on Ooma’s Board since June 2020 and is an independent, non‑employee director. She is EVP & Chief Revenue Officer at TTEC Holdings (since Jan 2017) and previously served as President & GM of TTEC Customer Growth Services (2007–2017). She holds an M.S. in Management from Stanford University and a B.A. in Communications & Marketing from the University of Nebraska . She is a Class III director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TTEC Holdings | EVP & Chief Revenue Officer | Jan 2017–present | Senior go‑to‑market leadership; 62,000 employees/6 continents context per bio |
| TTEC Customer Growth Services (Revana/Direct Alliance) | President & General Manager | Apr 2007–Dec 2017 | Led customer growth services; go‑to‑market leadership experience cited by Ooma Board |
| AT&T | Senior leadership (Enterprise division) | Not specified | Telecom industry leadership experience |
| US West Qwest | Ran Consumer & Small Business division | Not specified | Telecom industry leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SOVRN | Director | Feb 2022–present | Advertising, publisher, and commerce software company |
| Manitoba Telecom Services / Allstream | Director | May 2014–May 2017 | Prior public telecom board experience |
Board Governance
- Independence: The Board determined Ms. Hand is independent under SEC and NYSE rules .
- Committees: Member, Compensation Committee (member since Sept 2024); Member, Nominating & Governance Committee .
- Chair roles: None; Compensation Committee chaired by William D. Pearce; Nominating & Governance Committee chaired by Susan Butenhoff .
- Attendance: In fiscal 2025, the Board met 5 times and each director attended at least 75% of Board and applicable committee meetings; all then‑continuing directors attended the 2024 annual meeting .
- Board structure: Classified board; Ms. Hand is Class III with term expiring 2027 . Lead Non‑Management Director is William D. Pearce .
Fixed Compensation (Non‑Employee Director)
| Item | Policy/Amount | Source |
|---|---|---|
| Board annual cash retainer | $40,000 | |
| Committee cash fees (chair/member) | Audit: $20,000/$10,000; Compensation: $12,000/$6,000; Nominating & Governance: $8,000/$4,000 | |
| Lead director fee | $15,000 | |
| Annual equity | RSUs with grant value of $150,000; number = $150,000 ÷ 30‑day average price; vest at next annual meeting | |
| FY2025 actual – Cash (Judi A. Hand) | $44,000 | |
| FY2025 actual – Stock awards (Judi A. Hand) | $174,212 (grant‑date fair value) | |
| FY2025 actual – Total (Judi A. Hand) | $218,212 | |
| FY2025 director RSU status | Each non‑employee director held 19,685 unvested RSUs as of Jan 31, 2025; none held options |
Notes:
- Director stock ownership guideline: 3x annual cash retainer; 5 years to comply; as of Jan 31, 2025 all directors had reached requirements .
Performance Compensation
- Ooma does not use performance‑conditioned metrics for non‑employee director pay; annual director RSUs are time‑based and vest at the subsequent annual meeting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current outside boards | SOVRN (Director) |
| Prior outside boards | Manitoba Telecom Services / Allstream (Director, 2014–2017) |
| Compensation committee interlocks | None – no compensation committee member had relationships requiring Item 404 disclosure; no executive officer served on another entity’s comp committee with Ooma insiders |
Expertise & Qualifications
- Sector expertise: 35+ years in sales, marketing, and general management in communications/telecom; senior roles at AT&T and US West Qwest .
- Go‑to‑market leadership: Board cites her leadership in market and revenue growth strategy and execution as key qualifications .
- Education: M.S. in Management (Stanford University); B.A. in Communications & Marketing (University of Nebraska) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Judi A. Hand) | 60,772 | Less than 1% of outstanding shares |
| Composed of: Restricted stock (vested) | 41,087 | As of April 10, 2025 |
| Composed of: RSUs vesting within 60 days | 19,685 | As of April 10, 2025 |
| Shares outstanding (reference) | 27,560,725 | As of April 10, 2025 |
| Options | None held by non‑employee directors | As of Jan 31, 2025 |
| Ownership guidelines | Directors required to hold 3x annual cash retainer; all directors compliant as of Jan 31, 2025 | |
| Hedging/pledging policy | Officers, directors, employees barred from short sales and hedging; pledging or margin requires pre‑approval |
Compensation Structure Analysis (Directors)
- Mix emphasizes equity over cash: FY2025 for Hand was $44,000 cash vs $174,212 stock awards (grant‑date fair value), consistent with alignment via equity and absence of options .
- Governance features: Annual director RSUs vest after one year; no meeting fees disclosed; director ownership guideline in force and met; no director options outstanding .
Related‑Party Transactions and Conflicts
- Company disclosure states no related‑party transactions >$120,000 involving directors, officers, 5% holders or their immediate families from Feb 1, 2024 to the proxy date, other than compensation described in the proxy .
- Independence affirmed by Board for Ms. Hand; no individual exceptions disclosed .
- Section 16(a) reporting: Proxy lists several late filings by certain insiders, but does not list any for Ms. Hand in fiscal 2025 .
Say‑on‑Pay & Shareholder Feedback (Signal)
- 2024 Say‑on‑Pay received over 93% support, indicating broad investor approval of executive compensation practices; committee continues to consider vote outcomes in design .
Governance Assessment
- Board effectiveness and alignment: Independent director with go‑to‑market/telecom depth; active roles on Compensation and Nominating & Governance committees since 2024–2025; committee chairs are separate, reinforcing checks and balances .
- Engagement: Met attendance threshold (≥75%); directors attended the 2024 annual meeting, suggesting baseline engagement .
- Incentive alignment: Material equity component of director pay; director ownership guideline met; no director options outstanding; RSUs vest annually, promoting long‑term perspective .
- Conflicts/RED FLAGS: None disclosed—no related‑party transactions >$120k; independence affirmed; hedging prohibited and pledging restricted by policy .
Overall signal: Hand’s independence, committee service, and ownership alignment support board credibility; absence of related‑party exposure and strong say‑on‑pay support are constructive for investor confidence .