Shig Hamamatsu
About Shig Hamamatsu
Shig Hamamatsu (age 52) is Senior Vice President and Chief Financial Officer of Ooma. He has served as CFO since September 2021 and as Senior Vice President since February 2024. He holds a B.A. in Business Administration (Accounting) from the University of Washington and is a California CPA (inactive) . Under his tenure, Ooma delivered FY2025 revenue of $256.9 million (+8% YoY) and adjusted EBITDA of $23.3 million (+17% YoY). Company TSR (value of a $100 investment) stood at 109.44 in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Accuray Incorporated | Chief Financial Officer | Nov 2018 – Sep 2021 | Led finance at a public medical device company through growth and operational execution . |
| Accuray Incorporated | Interim CFO | Oct 2018 – Nov 2018 | Stabilized finance function during leadership transition . |
| Accuray Incorporated | VP Finance & Chief Accounting Officer | Sep 2017 – Sep 2018 | Strengthened controllership and reporting . |
| Cepheid | VP, Corporate Controller | Nov 2015 – May 2017 | Corporate controller at a molecular diagnostics company acquired by Danaher . |
| Cypress Semiconductor Corporation | VP, Finance & Corporate Controller | Jun 2014 – Nov 2015 | Finance leadership at global semiconductor manufacturer . |
| RPX Corporation | VP, Finance | May 2012 – May 2014 | Finance leadership at IP risk management firm . |
| PricewaterhouseCoopers LLP | Auditor (early career) | Not disclosed | Foundation in auditing and financial reporting . |
External Roles
No external directorships or public company board roles disclosed for Mr. Hamamatsu .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $407,500 | $432,500 | $443,750 |
| Fiscal Base Salary Rate ($) | $440,000 | $440,000 | $445,000 |
| Target Bonus Opportunity ($) | Not disclosed | $290,000 | $300,000 |
| Actual Bonus/Non-Equity Incentive ($) | $330,000 | $226,200 | $390,000 |
| Discretionary Bonus ($) | — | $14,500 | — |
Notes:
- Target bonus % not disclosed; company sets targets annually against revenue and adjusted EBITDA .
- FY2025 base salary rate increased 1.1% YoY to $445,000, effective May 1, 2024 .
Performance Compensation
Annual Bonus Plan (FY2025)
| Metric | Target | Actual | Achievement | Payout Mechanism |
|---|---|---|---|---|
| Annual Revenue ($) | $254.0 million | $256.9 million | 101.1% | Contributes to plan multiplier |
| Adjusted EBITDA ($) | $21.8 million | $23.3 million | 106.8% | Contributes to plan multiplier |
| Total Bonus Multiplier | — | — | — | ~134% multiplier based on the above |
| CFO Actual Non-Equity Incentive Paid ($) | — | — | — | $390,000 |
- Performance metrics: revenue and adjusted EBITDA; payout capped at 200% of target; no payout below 81.6% of EBITDA target and 97.6% of revenue target .
- FY2025 discretionary bonuses were paid to CEO and CLO; none to CFO .
Equity Awards (FY2025 grants and vesting)
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/15/2024 | RSU | 70,000 | $605,500 | 1/16th quarterly starting 6/15/2024, then every 3 months |
| 3/8/2023 | RSU | 74,000 (original) | Not shown in FY2025 table | 1/16th quarterly starting 6/8/2023 |
| 3/1/2022 | RSU | 35,000 (original) | Not shown in FY2025 table | 1/16th quarterly starting 6/1/2022 |
| 9/20/2021 | RSU | 80,000 (original) | Not shown | 1/4 on 9/15/2022; 1/16th quarterly thereafter |
Outstanding at FY2025 year-end (unvested units by grant):
- 56,875 (of the 70,000 RSU granted in 2024) .
- 41,625 (of the 74,000 RSU granted in 2023) .
- 10,937 (of the 35,000 RSU granted in 2022) .
- 15,000 (of the 80,000 RSU granted in 2021) .
Plan design highlights:
- FY2025 executive equity awards were RSUs only (no options), to manage burn rate and dilution while enhancing retention .
- Clawback policy applies to performance-based cash and equity awards granted on/after Oct 2, 2023 .
Equity Ownership & Alignment
| Component | Amount | Notes |
|---|---|---|
| Common Stock Owned | 44,404 shares | |
| Options Exercisable within 60 days | — | |
| RSUs Vesting within 60 days | 11,188 shares | |
| Total Beneficial Ownership | 55,592 shares; <1% of outstanding | |
| Shares Outstanding (Record Date) | 27,560,725 shares |
Policies and alignment:
- Stock ownership guidelines: CEO 3x salary; other executives 1x salary; all executives met requirements as of Jan 31, 2025 .
- Hedging prohibited; pledging/margin accounts prohibited unless approved—none of named executives have pledged .
- 10b5-1 or pre-clearance required; blackout periods enforced .
Vesting cadence & potential selling pressure:
- CFO RSUs generally vest 1/16th each quarter, creating regular taxable events that can drive periodic Form 4 sales to cover taxes. This cadence spans 2021–2024 grants; 2021 grant had a 25% first tranche then quarterly vesting thereafter .
Employment Terms
| Scenario | Cash Severance | Bonus | COBRA | Equity Acceleration | Notes |
|---|---|---|---|---|---|
| Termination without cause outside CoC period | 9 months base salary ($333,750) | — | 9 months premiums ($23,507) | None | Requires release; restrictive covenants apply |
| Termination without cause or resignation for good reason within CoC period | 12 months base ($445,000) | 100% of target ($300,000) + pro-rata | 12 months premiums ($31,343) | 100% acceleration of outstanding equity awards | Better-after-tax (280G) cut-or-pay provision |
- “Change in Control” period: three months prior to and 12 months after a change in control .
- Equity plan terms explicitly require successor assumption or provide for acceleration if not assumed .
Compensation Structure Analysis
- Increased base salary and target bonus for CFO in FY2025 (base to $445,000; target bonus to $300,000) while equity awards remained RSUs (no options) to manage burn rate and dilution .
- Bonus plan tied to revenue and adjusted EBITDA, with above-target payout (134% multiplier) reflecting outperformance on both metrics .
- Clawback policy adopted; hedging/pledging prohibited; no tax gross-ups—favorable governance signals .
- Burn rate averaged 4.8% gross and 4.5% net over last three years; equity overhang ~17%—ongoing dilution is monitored by the committee .
Say-on-Pay & Peer Group
- Say-on-Pay approval: >93% support at 2024 annual meeting; committee considers shareholder feedback in decisions .
- Compensation peer group (FY2025): 8x8, Arlo Technologies, Bandwidth, Brightcove, Consensus Cloud Solutions, Domo, DZS, Gogo, LivePerson, LiveVox Holdings, Mitek Systems, Model N, ON24, Shenandoah Telecommunications Company, Spok Holdings, Yext .
Equity Ownership & Beneficial Owners (Context)
- CFO beneficial ownership: 55,592 shares (<1%) .
- Top holders include Trigran Investments (12.7%) and BlackRock (6.8%) .
Performance & Track Record
- FY2025: Revenue $256.9m (+8% YoY); Adjusted EBITDA $23.3m (+17% YoY); GAAP net loss $(6.9)m .
- Pay-vs-Performance: PEO and NEO “compensation actually paid” tracked with revenue and TSR; Company’s TSR value-of-$100 investment was 109.44 in FY2025 .
Risk Indicators & Red Flags
- Late Section 16 filings noted (including CFO’s Form 4 reporting 70,000 RSU grant) due to clerical errors; otherwise Section 16 filings timely in 2024 .
- Related-party transactions: none >$120,000 involving directors/executives disclosed for FY2025 .
- No hedging/pledging; no tax gross-ups; no option repricing permitted under the plan .
Equity Ownership & Alignment (Detailed Outstanding Awards)
| Grant | Unvested Units at 1/31/2025 | Market Value ($) |
|---|---|---|
| RSU (3/15/2024) | 56,875 | $817,294 |
| RSU (3/8/2023) | 41,625 | $598,151 |
| RSU (3/1/2022) | 10,937 | $157,165 |
| RSU (9/20/2021) | 15,000 | $215,550 |
| RSU (3/15/2024, second line) | 43,062 (CLO award shown; for completeness) | $618,801 |
Note: Market values based on closing price as of Jan 31, 2025; award references correspond to the company’s Outstanding Equity Awards table .
Employment Terms (Potential Payments Illustration at 1/31/2025)
| Scenario | Salary ($) | Bonus ($) | COBRA ($) | RSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Termination outside CoC | $333,750 | — | $23,507 | — | $357,257 |
| Termination in CoC | $445,000 | $300,000 | $31,343 | $1,788,160 | $2,564,503 |
Investment Implications
- Alignment: CFO’s equity-heavy package (multi-year RSUs, ownership guideline met) and strict anti-hedging/pledging policies support long-term alignment; clawback adds downside accountability .
- Retention/CoC Risk: Outside CoC protection is modest (9 months salary, no equity acceleration), but CoC protection is strong (12 months salary, 100% of target bonus, full RSU acceleration), which mitigates retention risk yet could incent neutrality in strategic M&A outcomes .
- Selling Pressure: Quarterly RSU vesting across multiple grants likely results in routine Form 4 activity for tax coverage; monitor filings around mid-March/June/September/December vest dates for flow-through supply .
- Pay-for-Performance: FY2025 bonus tied to revenue and adjusted EBITDA paid above target (134% multiplier), consistent with outperformance; continued use of RSUs over options reduces risk for executives and burn-rate for shareholders .
- Governance/Dilution: Burn rate and overhang metrics are monitored; no option repricing, no tax gross-ups, and strong plan governance provisions—positive for shareholders .