Russ Mann
About Russ Mann
Independent director of Ooma since 2009; age 56 in 2025. Currently Senior Operating Partner at Diversis Capital (B2B SaaS-focused PE) and serves on multiple boards; holds a B.A. from Cornell University and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure/Date Range | Notes |
|---|---|---|---|
| WineBid | Chief Executive Officer; Director | Jan 2019 – Nov 2022 | Online auction market for vintage wine |
| Demandstar | Chairman of the Board | Jun 2018 – May 2022 | B2B marketplace |
| Onvia (public; acquired by Deltek/Roper) | Chief Executive Officer; Director | Jan 2017 – Nov 2017 | B2G commerce intelligence; acquisition in Nov 2017 |
| Outerwall’s EcoATM kiosk network | Chief Marketing Officer; SVP | 2016 – Jan 2017 | Acquired by Apollo Management Group Jan 2017 |
| Gazelle.com | General Manager | May 2016 – Jan 2017 | Electronics resale leader |
| Nintex USA LLC | Chief Marketing Officer | Nov 2014 – Nov 2015 | B2B software |
| Covario, Inc. | Chairman & Chief Executive Officer | Jan 2006 – May 2014 | Ad tech & digital marketing; telecom/computing specialty |
External Roles
| Organization | Role | Since | Public/Private | Committees/Impact |
|---|---|---|---|---|
| Diversis Capital | Senior Operating Partner | Jul 2024 | Private equity | B2B SaaS focus |
| Thinkific Labs Inc. | Director | Sep 2024 | Public | Online learning/payments platform |
| Gondola Skate | Director | Dec 2024 | Private | Retail fixture mobilization |
| Ignite Visibility LLC | Director | Mar 2023 | Private | Digital marketing agency |
| Flume Water, Inc. | Director | Nov 2023 | Private | IoT smart water device/data |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Determined independent under SEC and NYSE rules |
| Board tenure | Director since 2009 |
| Committee memberships | Audit Committee (member); Compensation Committee (member) |
| Committee chairs | None; Audit Chair: Andrew H. Galligan; Compensation Chair: William D. Pearce; Nominating Chair: Susan Butenhoff |
| Board meeting attendance | Each director attended at least 75% of Board/committee meetings in FY2025; Board held five meetings |
| Committee activity FY2025 | Audit: 8 meetings; Compensation: 6; Nominating: 4 |
| Lead Independent Director | William D. Pearce appointed Lead Non-Management Director for term through 2026 annual meeting |
Fixed Compensation
| Component | FY2025 Policy | Russ Mann FY2025 Actual ($) |
|---|---|---|
| Annual Board cash retainer | $40,000 | 56,000 |
| Audit Committee (member) | $10,000 | Included in total |
| Compensation Committee (member) | $6,000 | Included in total |
| Committee chair fees (if chair) | Audit $20,000; Compensation $12,000; Nominating $8,000 | N/A (not chair) |
| Lead director fee (if applicable) | $15,000 | N/A |
Non-employee directors are reimbursed for travel/lodging/other reasonable expenses .
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual RSU grant policy | $150,000 ÷ 30-day avg closing price; vests at subsequent annual meeting | $150,000 ÷ 30-day avg closing price; vests at subsequent annual meeting |
| Stock awards (grant-date fair value, Russ Mann) | $159,071 | $174,212 |
| Unvested RSUs outstanding (per director at FY-end) | 11,783 | 19,685 |
| Stock options outstanding (non-employee directors) | Some directors had fully vested options in FY2024; Russ Mann held 0 | None held options |
Other Directorships & Interlocks
| Company | Relationship to Ooma | Notes |
|---|---|---|
| Thinkific Labs Inc. (public) | No interlocks disclosed | Current board role |
| Onvia (public; prior) | No interlocks disclosed | CEO/Director prior to acquisition |
| Related-party transactions | None >$120,000 involving directors/officers/5% holders in period from Feb 1, 2024 to proxy date |
Expertise & Qualifications
- Multi-time CEO/Chair with multiple M&A events and financings; experience across hardware, software, and data revenue lines, with direct/channel sales and marketing expertise in B2B software/data and consumer electronics .
- Education: B.A. Cornell University; M.B.A. Harvard Business School .
Equity Ownership
| Holder | Common Stock | Options Exercisable within 60 Days | RSUs Vesting within 60 Days | Total Beneficial Ownership | Percent Outstanding |
|---|---|---|---|---|---|
| Russ Mann | 95,131 | — | 19,685 | 114,816 | <1% (asterisk in table) |
Ownership guidelines: Directors must hold stock equal to 3x annual cash retainer; compliance period is later of 5 years from appointment or policy adoption. As of Jan 31, 2025, all directors met stated ownership requirements .
Governance Assessment
- Independence and committee engagement: Determined independent; sits on Audit and Compensation committees that met 8 and 6 times respectively in FY2025, indicating active oversight .
- Attendance and board activity: Board held five meetings; each director attended at least 75% of Board/committee meetings in FY2025, supporting baseline engagement expectations .
- Pay mix and alignment: Cash fees ($56,000) plus equity awards ($174,212) reflect a structure with a larger equity component, consistent with alignment to shareholder outcomes via time-based RSUs vesting at the next annual meeting .
- Ownership alignment: Beneficial ownership reported (114,816 shares including RSUs within 60 days) alongside verified compliance with 3x retainer stock ownership guidelines strengthens alignment .
- Conflicts and related-party risk: Company discloses no related-party transactions >$120,000 in the period, and Section 16 delinquent filings list did not include Russ Mann, reducing governance red flags on conflicts and reporting .
- Board structure: Clear committee chair roles and Lead Non-Management Director designation (Pearce) provide independent leadership channels, supporting board effectiveness .
RED FLAGS: None disclosed regarding related-party transactions, option repricing, hedging/pledging, or attendance shortfalls for Russ Mann in reported period .