Susan Butenhoff
About Susan G. Butenhoff
Independent director at Ooma since 2016 with 30+ years in technology marketing and communications. Age 65; education includes a B.A. from Sussex University and an M.Phil. in International Relations from the University of Cambridge. Founder/CEO of Access Communications (acquired by Omnicom) and former Global Technology Director at Ketchum; currently a strategic consultant and board member of Hall Wines (private). Serves as Chair of Ooma’s Nominating & Governance Committee; classified independent under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Access Communications | Founder & CEO | 1991–Feb 2018 | Built one of the largest independent tech PR firms in the U.S.; later acquired by Omnicom Group |
| Ketchum | Global Technology Director | Aug 2014–Jan 2017 | Led global tech practice at leading PR/marketing firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hall Wines (Private) | Director | Current | Privately held winery; no public company boards disclosed |
Board Governance
- Committee assignments (FY2025): Chair, Nominating & Governance Committee; members: Butenhoff (chair), Hand, Goettner. Butenhoff exited Compensation Committee in Sept 2024 (was a member in FY2024).
- Independence: Board determined Butenhoff (and five other directors) are independent; Stang and Yeh are not.
- Attendance: Board met 5 times in FY2025; each director attended at least 75% of Board+committee meetings; Nominating & Governance Committee held 4 meetings.
- Board leadership: CEO is Chair; Lead Non‑Management Director is William D. Pearce, who presides over executive sessions of independent directors.
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Board cash retainer ($) | 40,000 | 40,000 | Standard annual retainer |
| Committee chair fee ($) | 8,000 | 8,000 | Nominating & Governance chair fee |
| Committee member fee ($) | 6,000 | Pro‑rated | Compensation Committee member fee; Butenhoff served through Sept 2024 (FY2025), full-year member in FY2024 |
| Lead director fee ($) | — | — | Applies to Pearce, not Butenhoff |
| Fees earned or paid in cash ($) | 54,000 | 54,000 | Reported totals (includes prorations as applicable) |
Performance Compensation
| Equity Element | FY2024 | FY2025 | Vesting / Mechanics |
|---|---|---|---|
| Stock awards ($) | 159,071 | 174,212 | Annual RSU grant; value based on $150k divided by 30‑day avg price; vests at next annual meeting |
| Unvested RSUs at FYE (shares) | 11,783 | 19,685 | As of Jan 31 for each fiscal year |
| Options outstanding | 0 | 0 | No stock options held by non‑employee directors as of Jan 31, 2025 |
No director performance metrics/PSUs disclosed; director equity is time‑based RSUs with annual vesting at the subsequent annual meeting (not tied to revenue/EBITDA/TSR).
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Hall Wines | Private | Director | No related-party transactions reported by Ooma; none >$120k involving directors/officers/5% holders during period. |
Expertise & Qualifications
- Strategic consultant to leading tech companies (Alphabet, PayPal, Facebook, Intuit, Adobe, Apple); deep experience in brand positioning and market strategy.
- Education: B.A. (Sussex), M.Phil. International Relations (Cambridge).
- Board qualifications: Communications/marketing operator with risk mitigation and market positioning expertise; independent director.
Equity Ownership
| Metric | FY2024 (as of Apr 12, 2024) | FY2025 (as of Apr 10, 2025) |
|---|---|---|
| Common Stock (vested restricted stock) | 76,628 | 77,499 |
| RSUs vesting within 60 days (shares) | 11,783 | 19,685 |
| Options exercisable within 60 days (shares) | 0 | 0 |
| Total beneficially owned (shares) | 88,411 | 97,184 |
| Ownership % of outstanding | <1% | <1% |
| Unvested RSUs (as of FYE) | 11,783 | 19,685 |
| Shares pledged as collateral | Not disclosed; company policy prohibits pledging/hedging by officers/directors. | |
| Director ownership guidelines | 3× annual cash retainer; all directors met guidelines as of Jan 31, 2025. |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership (shares) | Source |
|---|---|---|---|---|---|---|
| 2024-06-07 | 2024-06-06 | Award (RSUs) | 19,762 | 0.00 | 108,173 | |
| 2025-04-21 | 2024-12-09 | Sale | 10,912 | 15.251 | 97,184 | |
| 2025-06-09 | 2025-06-05 | Award (RSUs) | 11,556 | 0.00 | 108,740 |
Note: Ooma disclosed a late Section 16(a) Form 4 for Ms. Butenhoff’s 10,912-share sale due to clerical error.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Annual Meeting: Say‑on‑Pay passed; votes For 17,622,156; Against 1,235,371; Abstain 15,639; Broker non‑votes 3,416,814.
Governance Assessment
- Independence and role: Independent director; chairs Nominating & Governance, signaling strong governance focus and involvement in director evaluation and succession planning.
- Engagement: Met attendance threshold (≥75%); N&G met 4 times in FY2025; indicates active committee oversight.
- Compensation alignment: Director pay balanced between modest cash and time‑based RSUs with annual vesting; no performance-linked director equity or meeting fees; ownership guidelines achieved, supporting alignment.
- Conflicts/related‑party: Company reports no related‑party transactions >$120k involving directors/officers/5% holders in the period; mitigates conflict risk.
- RED FLAGS:
- Late Section 16(a) Form 4 for a sale (clerical error) — modest compliance blemish but disclosed; monitor future filing timeliness.
- Prior service on Compensation Committee through Sept 2024; now off — reduces potential pay‑setting optics risk going forward.
Overall: Butenhoff’s governance profile emphasizes board process quality (chairing N&G), compliance with ownership guidelines, and limited conflict exposure; one late Form 4 noted.