Peter Goettner
About Peter J. Goettner
Independent director at Ooma since 2013; age 61; currently nominated to continue as a Class I director through the 2028 annual meeting. Background includes General Partner at Worldview Technology Partners (since 2004), Founder and Chairman of Crosschq, and prior CEO and founder of DigitalThink (SaaS e-learning) for seven years; B.S. in Computer Engineering (University of Michigan) and MBA (UC Berkeley Haas). The Board cites his extensive technology, operational, and governance experience as qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Worldview Technology Partners | General Partner | Since Jun 2004 | Venture capital experience; governance perspective |
| Crosschq, Inc. | Founder; Chairman | Since Nov 2017 | Technology/operator perspective |
| DigitalThink, Inc. | Founder; CEO | Seven years (dates not specified) | SaaS/e-learning leadership |
External Roles
| Organization | Type | Role | Public Company? |
|---|---|---|---|
| Worldview Technology Partners | Venture Capital | General Partner | Not disclosed |
| Crosschq, Inc. | Technology | Founder; Chairman | Not disclosed |
| Other boards | — | — | Not disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member .
- Chair roles: None (Audit chaired by A. Galligan; Nominating & Governance chaired by S. Butenhoff) .
- Independence: Determined independent under NYSE and SEC rules .
- Attendance: Board met 5 times in fiscal 2025; each director attended at least 75% of Board and applicable committee meetings; all continuing directors attended the 2024 annual meeting .
- Board structure: Staggered three classes; Goettner is Class I, term expiring 2025 and nominated through 2028; lead non-management director is W. Pearce .
| Item | Detail |
|---|---|
| Audit Committee meetings (FY2025) | 8 |
| Nominating & Governance Committee meetings (FY2025) | 4 |
| Independence status | Independent director |
| Board meeting count (FY2025) | 5; ≥75% attendance for each director |
| Class and term status | Class I; nominated to 2028 |
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | |
| Audit Committee member fee | $10,000 | |
| Nominating & Governance member fee | $4,000 | |
| Total cash fees earned | $54,000 |
Performance Compensation
| Equity Component (FY2025) | Grant Value (USD) | Grant Structure | Unvested Units at 1/31/2025 | Vesting |
|---|---|---|---|---|
| Annual RSU grant | $174,212 (grant-date fair value) | Annual RSU equal to $150,000 divided by 30-day avg price; vests at next annual meeting | 19,685 RSUs | Vests at subsequent annual meeting, subject to continued service |
| Stock options | None (directors held no options as of 1/31/2025) | — | — | — |
No performance-based metrics apply to outside director equity; RSUs are time-based and intended for alignment and retention .
Other Directorships & Interlocks
- Compensation Committee interlocks: Proxy states no member of the Compensation Committee had relationships requiring Item 404 disclosure; Goettner is not a member of the Compensation Committee .
- Shared directorships with competitors/suppliers/customers: Not disclosed in proxy for Goettner .
Expertise & Qualifications
- Technology operator and investor: Venture GP (Worldview), founder/chairman (Crosschq), prior SaaS CEO (DigitalThink) .
- Board experience: “Service on several boards” noted by Ooma as adding operational and governance perspective .
- Education: B.S. Computer Engineering (Michigan), MBA (UC Berkeley Haas) .
Equity Ownership
| Holder | Common Stock | Options Exercisable (≤60 days) | RSUs Vesting (≤60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Peter J. Goettner | 133,026 | — | 19,685 | 152,711 | * (<1%) |
- Shares pledged/hedged: Company policy prohibits short sales, hedging/monetization, and pledging/margin accounts for officers, directors, and employees unless approved; no specific pledging by Goettner disclosed .
- Director stock ownership guidelines: 3x annual cash retainer; all directors had reached ownership requirements as of 1/31/2025 .
Governance Assessment
- Strengths: Independent status; dual committee membership (Audit and Nominating & Governance) with strong attendance and structured meeting cadence (Audit: 8; N&G: 4); clear ownership alignment via RSUs and guideline compliance; no related-party transactions above $120k and no disclosed conflicts; no director stock options outstanding, reducing risk of option-related repricing .
- Risks/Red flags: None disclosed specific to Goettner. General considerations include long tenure (since 2013) which can raise familiarity risks in some governance frameworks, though independence is affirmed; CEO is Board Chair, mitigated by presence of a lead non-management director .
- Shareholder sentiment signal: Say-on-Pay for executives approved with >93% votes in favor at 2024 meeting, indicating broad support for compensation governance, albeit not director-specific .
Related Party Transactions (Conflict Check)
- Company reports no transactions exceeding $120,000 involving directors or related persons during the period from Feb 1, 2024 to proxy date; audit committee oversees related-party transaction policy .
Director Compensation Mix (FY2025)
| Category | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Peter J. Goettner | 54,000 | 174,212 | 228,212 |
Compensation design for non-employee directors: fixed cash retainer plus committee fees; annual RSU grant vests at next annual meeting; no meeting fees; lead director earns additional $15,000 (not applicable to Goettner) .
Attendance & Engagement
| Metric | Value |
|---|---|
| Board meetings (FY2025) | 5; each director ≥75% attendance |
| Audit Committee (FY2025) | 8 meetings; Goettner member |
| Nominating & Governance (FY2025) | 4 meetings; Goettner member |
| Annual meeting attendance | All continuing directors attended 2024 annual meeting |
Independence Status
- Determined “independent” under SEC/NYSE standards; non-employee director .
Signals for Investors
- Alignment: RSU-based equity, ownership guideline compliance, and no pledging/hedging policies support alignment with shareholders .
- Oversight: Active roles on Audit and Nominating & Governance committees; audit oversight robust (8 meetings) .
- Conflicts: No related-party transactions reported; compensation committee interlocks clean .