Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2021, Ooma, Inc. (the "Company") announced the appointment of
Shig Hamamatsu, age 48, as the Company's Vice President, Chief Financial Officer
and Treasurer, effective September 7, 2021. Prior to joining the Company, Mr.
Hamamatsu worked for Accuray Incorporated, a publicly traded radiation oncology
company ("Accuray"), where he served as Chief Financial Officer from November
2018 to July 2021, as Interim Chief Financial Officer from October 2018 to
November 2018 and as Vice President, Finance and Chief Accounting Officer from
September 2017 to October 2018. Prior to joining Accuray, Mr. Hamamatsu served
as VP, Corporate Controller at Cepheid, a publicly traded molecular diagnostics
company that was acquired by Danaher Corporation, from November 2015 to May
2017. From June 2014 to November 2015, he served as VP, Finance and Corporate
Controller at Cypress Semiconductor Corporation, a publicly traded global
semiconductor manufacturer. From May 2012 until May 2014, Mr. Hamamatsu served
as VP, Finance at RPX Corporation, a publicly traded patent risk management
solutions provider. Mr. Hamamatsu began his career as an auditor at
PricewaterhouseCoopers LLP. Mr. Hamamatsu holds a B.A. Business Administration,
concentration in accounting, from University of Washington. He is a certified
public accountant in the state of California (inactive).
In connection with Mr. Hamamatsu's appointment as the Company's Chief Financial
Officer, the Company entered into a letter agreement with Mr. Hamamatsu on July
5, 2021 describing the basic terms of his employment (the "Hamamatsu Letter
Agreement"). The Hamamatsu Letter Agreement provides that Mr. Hamamatsu's
starting annualized base salary will be $400,000, and he will be eligible for an
annual target performance bonus of $280,000 for meeting a set of well-defined
objectives based on deliverables and due dates recommended by the Company's
Chairman, President and CEO and approved by the Compensation Committee.
The Hamamatsu Letter Agreement also provides that, subject to approval by the
Company's Board of Directors, the Company will grant Mr. Hamamatsu 80,000
restricted stock units, each of which represents one share of the Company's
common stock (the "RSUs"). 25% of the RSUs will vest on September 15, 2022, and
6.25% will vest every three months thereafter during Mr. Hamamatsu's continuous
service.
In addition, subject to approval by the Company's Board of Directors, Mr.
Hamamatsu will be offered, shortly after joining the Company, an Executive
Change in Control and Severance Agreement similar in form and substance to the
Form of Executive Change in Control and Severance Agreement filed as Exhibit
10.6 to our annual report on Form 10-K filed with the Securities and Exchange
Commission on April 7, 2021.
The foregoing description of the Hamamatsu Letter Agreement is not complete and
is qualified in its entirety by the full text of the Hamamatsu Letter Agreement,
a copy of which will be filed as an exhibit to the Company's Form 10-Q for the
quarter ending October 31, 2021.
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