Namrata Sabharwal
About Namrata Sabharwal
Chief Accounting Officer (CAO) of Ooma since June 2022; previously VP Corporate Controller (May 2016 onward) and Interim CFO (June–September 2021). Age 54 as of April 2025; Bachelor of Commerce in accounting and finance from Mumbai University; began career at Deloitte & Touche LLP; prior role at Gigamon as Assistant Controller/Senior Director of Finance (2012–2015) . Performance context: FY2025 revenue was $256.9M (+8.5% YoY); adjusted EBITDA was $23.3M (+17.2% YoY); non‑GAAP net income was $18.0M, while GAAP net loss was $6.9M, metrics used directly in the executive bonus plan linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ooma | Director of SEC Reporting & SOX | Mar 2015–May 2016 | Built SEC reporting/SOX function pre/post IPO; strengthened controls |
| Ooma | Corporate Controller; promoted Vice President | May 2016; VP from Sep 2016 | Led close, reporting, and control environment; scaling finance operations |
| Ooma | Interim Chief Financial Officer | Jun 2021–Sep 2021 | Maintained CFO functions during transition; continuity in financial leadership |
| Ooma | Chief Accounting Officer | Since Jun 2022 | Owns accounting policy, SEC reporting, controls; part of executive team |
| Gigamon | Assistant Controller & Senior Director of Finance | Jul 2012–Mar 2015 | Managed corporate accounting/finance at a public tech company |
| Deloitte & Touche LLP | Certified Public Accountant | Early career | Audit foundation; technical accounting rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gigamon Inc. | Assistant Controller & Senior Director of Finance | Jul 2012–Mar 2015 | Public-company finance leadership, scaling systems/processes |
| Deloitte & Touche LLP | CPA | Early career | External audit training; GAAP/SEC expertise |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary (actual paid, $) | 259,875 | 291,250 | 312,000 |
| Base Salary (annualized, $) | — | 300,000 | 316,000 |
| Target Bonus ($) | — | 82,500 | 86,000 |
| Bonus Paid (Non‑Equity Incentive Plan, $) | 76,200 | 64,350 | 111,800 |
Performance Compensation
| Metric | Target | Actual | Payout Mechanics | FY2025 Payout to Sabharwal |
|---|---|---|---|---|
| Annual Revenue | $254.0M | $256.9M | Bonus multiplier based on dual metrics; ~134% for FY2025 (101.1% revenue achievement; 106.8% adjusted EBITDA) | $111,800 |
| Adjusted EBITDA | $21.8M | $23.3M | Same as above | — |
Notes:
- The fiscal 2025 Bonus Plan used two corporate performance objectives: Total Revenue and Adjusted EBITDA; opportunity to earn up to 200% of target; payout multiplier determined at ~134% based on achievement vs plan .
- Additional discretionary bonuses were awarded to certain executives in FY2025 (CEO and Chief Legal Officer), not to Sabharwal .
RSU Grants and Vesting (time-based, retention-focused)
| Grant | Original Shares | Vesting Start | Cadence | Unvested as of 1/31/2025 (#) | Market Value at 1/31/2025 ($) |
|---|---|---|---|---|---|
| RSU grant (3/15/2024) | 20,000 | Jun 15, 2024 | 1/16th quarterly (every third month) | 16,250 | 233,513 |
| RSU grant (3/8/2023) | 12,000 | Jun 8, 2023 | 1/16th quarterly | 6,750 | 96,998 |
| RSU grant (6/1/2022) | 11,000 | Jun 1, 2022 | 1/16th quarterly | 3,437 | 49,390 |
| RSU grant (6/1/2021) | 11,000 | Jun 1, 2021 | 1/16th quarterly | 687 | 9,872 |
- FY2025 vesting realized: 12,875 shares vested, $141,937 value realized on vesting .
- Change-of-control (CIC) acceleration: 100% immediate vesting of outstanding unvested equity granted prior to the CIC if terminated without cause or materially reduced duties within 12 months post‑CIC (double trigger); if successor refuses to assume awards, acceleration occurs immediately prior to, and contingent upon, the CIC (“Sabharwal Acceleration”) .
Option Awards (legacy grants)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| 3/1/2021 | 938 | 62 | 16.28 | 3/1/2031 | Vests 1/16th quarterly; CIC acceleration applies |
| 3/15/2020 | — | — | 10.52 | 3/14/2030 | As of 1/31/2025, 5,000 shares at $10.52 fully vested |
| 3/30/2015 | — | — | 9.18 | 3/30/2025 | As of 1/31/2025, 5,000 shares at $9.18 fully vested |
- FY2025: no option exercises by Sabharwal .
Equity Ownership & Alignment
| As of April 10, 2025 | Common Stock | Options Exercisable within 60 days | RSUs Vesting within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Namrata Sabharwal | 23,546 | 2,500 | 2,938 | 28,984 | * (less than 1%) |
- Shares outstanding used for calculation: 27,560,725 .
- Stock ownership guidelines: 1× base salary for executive officers; five‑year compliance window; all executive officers met requirements as of Jan 31, 2025 .
- Hedging/pledging: Company prohibits short sales, hedging/monetization; margin accounts and pledging require approval; none of the named executives have held or pledged securities .
- 10b5‑1 policy: pre‑clear trades or adopt Rule 10b5‑1 plans; blackout periods in effect for executives/directors .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment status | At‑will; no standalone employment agreement disclosed for Sabharwal |
| CIC/Severance economics | For Sabharwal: 100% acceleration of outstanding unvested equity granted prior to CIC if terminated without cause or duties materially reduced within 12 months post‑CIC; no cash severance or COBRA benefits disclosed (dashes in tables) |
| Trigger type | Double‑trigger (CIC plus termination/material reduction) |
| Release/covenants | Benefits subject to signing a release and complying with restrictive covenants in CIC agreements |
| Tax gross‑ups | Company did not provide gross‑ups under 280G/4999/409A in FY2025 |
| Clawback | Compensation Recovery Policy (Rule 10D‑1; NYSE compliant) applies to incentives received on/after Oct 2, 2023; restatement‑based recoupment |
Compensation Structure Analysis
- Mix evolution: FY2025 compensation comprised salary ($312,000), time‑based RSUs ($173,000 grant‑date value), and performance‑based cash bonus ($111,800) . Committee emphasizes “at‑risk” pay and long‑term equity; RSUs vest over four years with quarterly cadence .
- Market benchmarking: Committee targeted total on‑target direct compensation at the 50th percentile of the peer group; base salaries and bonus targets were increased in FY2025 for competitiveness .
- Pay‑for‑performance: Corporate metrics (Total Revenue, Adjusted EBITDA) exceeded targets, generating above‑target payouts (FY2025 multiplier ~134%) .
- Governance support: 2024 Say‑on‑Pay approval exceeded 93% .
Risk Indicators & Red Flags
- Section 16(a) compliance: Certain FY2024 Form 4s, including Sabharwal’s RSU grant filing, were late due to clerical error; company indicates other required reports were timely .
- Hedging/pledging: Prohibited; none of the named executives have pledged securities .
- Related party transactions: No direct or indirect material interest reported for Sabharwal at appointment/promotion .
Investment Implications
- Alignment: Sabharwal’s compensation is tightly linked to Ooma’s revenue and adjusted EBITDA, supporting pay‑for‑performance alignment; RSUs and ownership guidelines further align long‑term incentives with shareholders .
- Retention: Four‑year, quarterly RSU vesting and double‑trigger CIC equity acceleration provide retention value and protection against value loss in a transaction; absence of cash severance suggests modest cash outlay risk in turnover scenarios .
- Trading signals: Quarterly RSU vesting (multiple overlapping grants) can create predictable supply into the market; company encourages use of 10b5‑1 plans and enforces blackout periods, which may smooth sale timing but does not eliminate potential selling pressure .
- Governance and risk: Strong guardrails (clawback, hedging/pledging bans, ownership guidelines) reduce misalignment/agency risk; minor Section 16 filing timeliness issue noted as clerical rather than structural .
- Performance backdrop: FY2025 outperformance vs plan on revenue and EBITDA aided above‑target bonuses; continued execution on profitable growth remains central to incentive outcomes .