William Pearce
About William D. Pearce
William D. Pearce, age 62, is an independent director of Ooma who has served on the board since March 2013 and has been the Lead Non-Management Director since June 2017, bringing senior marketing and operating expertise from consumer, technology, and healthcare sectors . He is Chair of the Compensation Committee and is not a member of the Audit or Nominating & Governance Committees; the board classifies him as independent under NYSE and SEC rules . Pearce holds a B.A. in Economics from Syracuse University and an M.B.A. from Cornell University's Johnson Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Partnering Group | Partner & Marketing Practice Director | 2012–2014 | Led global consumer/retail marketing advisory work |
| Del Monte Foods, Inc. | SVP & Chief Marketing Officer | 2008–2011 | Senior operating executive; brand and growth leadership |
| Foresight Medical Technology LLC | President & CEO | 2007–2008 | Led medical devices company operations |
| Taco Bell Corp. (Yum! Brands) | Chief Marketing Officer | 2004–2007 | Menu/brand innovation and marketing scale |
| Campbell Soup Company | VP of Marketing | 2003–2004 | Category and brand management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Algonomy Software Private Limited (private) | Director | Current | AI-based personalized shopping experience firm |
| UC Berkeley, Haas School of Business | Marketing Faculty | Current | Academic appointment in marketing |
Board Governance
- Independence: Independent director; non-employee director under Rule 16b-3 .
- Roles: Lead Non-Management Director (presides over independent director sessions and liaises with the Chair/CEO) and Chair, Compensation Committee .
- Committees: Compensation (Chair); not on Audit or Nominating & Governance (committee roster shown below) .
- Committee roster (FY2025): Audit—Galligan (chair), Goettner, Mann; Compensation—Pearce (chair), Hand, Mann; Nominating & Governance—Butenhoff (chair), Goettner, Hand .
- Attendance/engagement: Board held 5 meetings; each director attended at least 75% of board and assigned committee meetings; compensation committee met 6x, audit 8x, nominating & governance 4x .
- Lead director term: Re-appointed for a one-year term effective after the 2025 annual meeting through the 2026 annual meeting .
- Say-on-Pay support: 2024 Say‑on‑Pay received >93% approval, indicating strong shareholder support for compensation governance .
- Related parties: Company reports no related-party transactions >$120,000 involving directors or officers in FY2025 to date .
- Policies: Clawback policy compliant with Rule 10D‑1; hedging and (unless approved) pledging prohibited by insider trading policy; stock ownership guidelines in place .
Fixed Compensation
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | Standard non-employee director retainer |
| Compensation Committee Chair fee (cash) | $12,000 | Chair supplemental fee |
| Lead Director fee (cash) | $15,000 | Lead non-management director supplemental fee |
| Total Cash Fees (FY2025 actual) | $67,000 | Matches itemized fees above |
| Annual Director RSU (grant-date fair value, FY2025) | $174,212 | Time-based RSUs; annual grant sized as $150,000 ÷ 30‑day avg price; fair value shown is accounting value recognized for FY2025 |
| Total (Cash + Stock, FY2025) | $241,212 | Director total compensation |
- Structure: Non-employee directors receive cash retainers plus an annual RSU grant that vests at the next annual meeting; no meeting fees; expenses reimbursed .
- Mix: In FY2025, equity represented approximately 72% of Pearce’s director compensation ($174,212 of $241,212) .
Performance Compensation
- Ooma does not use performance-conditioned equity or cash for directors; annual RSUs are time-based and vest at the next annual meeting; no stock options outstanding for non-employee directors as of Jan 31, 2025 .
- Annual director equity grant sizing: $150,000 divided by the 30-trading-day average closing price prior to grant; 1-year vest, contingent on continued service .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Algonomy Software Private Limited | Private | Director | No Ooma-related transaction disclosures |
| Public company boards | — | — | No current public company directorships disclosed for Pearce in the proxy biography |
| Compensation Committee interlocks | — | — | None disclosed for Ooma; no member has relationships requiring Item 404 disclosure |
Expertise & Qualifications
- Senior operating and marketing leadership across CPG (Del Monte, Campbell Soup), QSR (Taco Bell), medical devices (Foresight Medical Technology), and consulting (The Partnering Group) .
- Academic perspective as marketing faculty at UC Berkeley Haas .
- Board views Pearce as qualified based on executive experience at several public companies and private board service .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock owned (direct/restricted) | 143,668 shares |
| Options exercisable within 60 days | 0 shares |
| RSUs vesting within 60 days | 19,685 shares |
| Total beneficial ownership | 163,353 shares |
| Ownership as % of outstanding | <1% of 27,560,725 shares outstanding |
| Shares pledged as collateral | No pledging disclosed; policy prohibits pledging absent approval |
- As of Jan 31, 2025, each non-employee director held 19,685 unvested RSUs; no stock options held by non-employee directors .
- Director stock ownership guideline: 3x annual cash retainer; all directors met the guideline as of Jan 31, 2025 .
Governance Assessment
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Strengths:
- Independent Lead Director and Chair of Compensation Committee; clear role overseeing executive sessions and comp governance .
- Strong shareholder support for pay (93% Say-on-Pay in 2024) and adoption of compliant clawback and anti-hedging/pledging policies .
- Transparent, shareholder-aligned director pay mix emphasizing equity; all directors meet ownership guidelines .
- No related-party transactions involving directors/officers in FY2025; no Section 16 delinquency noted for Pearce (others listed) .
-
Watch items / potential risks:
- Role concentration: Lead Director also chairs Compensation Committee—can be efficient but concentrates influence; continued robust independent director sessions and board evaluation mitigate this .
- Attendance disclosure is threshold-based (≥75%) rather than exact percentages; continued monitoring of engagement advisable; Board met 5x, Comp Committee 6x in FY2025 .
Appendix: Committee Membership Snapshot (FY2025)
- Audit: Andrew H. Galligan (chair), Peter J. Goettner, Russ Mann .
- Compensation: William D. Pearce (chair), Judi A. Hand, Russ Mann .
- Nominating & Governance: Susan G. Butenhoff (chair), Peter J. Goettner, Judi A. Hand .