DEF 14A of Okta, Inc., May 11, 2023

DEF 14A of Okta, Inc.

Filed May 11, 2023 · FY20230001660134-23-000021

Open on EDGAR

  1. Directors

    Directors The following table sets forth information regarding our directors as of April 26, 2023.

  2. Directors

    | Name | Age | Director Since | Principal Occupation | Class | Audit Committee | Compensation Committee | Nominating Committee | | Employee Directors | | | | | | | | | Todd McKinnon, Chairperson | 51 | 2009 | Chief Executive Officer | I | | | | | J. Frederic Kerrest, Executive Vice Chairperson | 46 | 2009 | Chief Operating Officer | II | | | | | Independent Directors | | | | | | | | | Shellye Archambeau | 60 | 2018 | Former Chief Executive Officer, MetricStream, Inc. | III | member | | | | Emilie Choi | 44 | 2022 | President and Chief Operating Officer, Coinbase Global, Inc. | I | | | | | Robert L. Dixon, Jr. | 67 | 2019 | Former Global Chief Information Officer and Senior Vice President, PepsiCo, Inc. | III | | member | | | Jeff Epstein | 66 | 2021 | Operating Partner, Bessemer Venture Partners | II | chair | | member | | Patrick Grady | 40 | 2014 | Managing Member, Sequoia Capital | III | member | | | | Benjamin Horowitz, Lead Independent Director | 56 | 2010 | General Partner, Andreessen Horowitz | III | | | | | Rebecca Saeger | 68 | 2019 | Former Executive Vice President and Chief Marketing Officer, Charles Schwab & Co., Inc. | II | | member | chair | | Michael Stankey | 64 | 2016 | Vice Chairman, Workday, Inc. | I | | chair | member |

  3. Directors

    | Okta, Inc. | 2023 Proxy Statement | 9 |

  4. Directors

    Our board believes that directors who provide a significant breadth of experience, knowledge and abilities in areas relevant to our business, while also representing a diversity of age, gender, race, sexual orientation and ethnicity, contribute to a well-balanced and effective board. Our board’s metrics as of April 26, 2023 are highlighted in the following graphics. Information about each individual director and director nominee follows.

  5. Board Diversity Matrix (as of April 26, 2023)

    Board Diversity Matrix (as of April 26, 2023)

  6. Board Diversity Matrix (as of April 26, 2023)

    | Total Number of Directors: 10 | | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 7 | — | — | | Part II: Demographic Background | | | | | | African American or Black | 1 | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 1 | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 1 | 6 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  7. Board Diversity Matrix (as of April 26, 2023)

    | 10 | 2023 Proxy Statement | Okta, Inc. |

  8. Director Skills Matrix

    Director Skills Matrix

  9. Director Skills Matrix

    | | | | | | | | | | | Name | Technology or Innovation | Cybersecurity, Information Security or Privacy | Global Sales, Markets or Operations | Senior Leadership | Public Company Boards | Risk Management | Marketing or Brand | Finance or Accounting | | Archambeau | n | | n | n | n | n | n | n | | Choi | n | | n | n | n | | | n | | Dixon | n | n | | n | n | n | n | | | Epstein | n | n | n | n | n | n | | n | | Grady | n | | | n | n | n | n | n | | Horowitz | n | n | n | n | | | n | | | Kerrest | n | n | n | n | | | n | n | | McKinnon | n | n | n | n | | n | n | | | Saeger | n | | n | n | n | | n | | | Stankey | | | n | n | n | | n | n |

  10. Director Skills Matrix

    | Okta, Inc. | 2023 Proxy Statement | 11 |

  11. Information Concerning Director Nominees

    Information Concerning Director Nominees

  12. Information Concerning Director Nominees

    | | Shellye Archambeau | | | Ms. Archambeau joined our board in December 2018. From 2002 until 2018, Ms. Archambeau was Chief Executive Officer of MetricStream, Inc., a leading provider of governance, risk, compliance and quality management solutions to corporations across diverse industries. Prior to that, Ms. Archambeau served as Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., Chief Marketing Officer of NorthPoint Communications Group, Inc., and President of Blockbuster Inc.’s e-commerce division. Before she joined Blockbuster, she held domestic and international executive positions during a 15-year career at IBM. Ms. Archambeau has served on the boards of Verizon Communications Inc. since 2013 and Roper Technologies, Inc. since 2018. Ms. Archambeau previously served on the boards of Nordstrom, Inc. from February 2015 to May 2022 and Arbitron Inc. from 2005 to 2013. Ms. Archambeau holds a Bachelor of Science from the Wharton School of the University of Pennsylvania. We believe that Ms. Archambeau is qualified to serve as a member of our board because of her experience as a company executive, her valuable knowledge of technology, digital media and communications platforms and her experience serving on other boards. | | Former Chief Executive Officer, MetricStream, Inc. | | | Age 60 | | | Director Since 2018 | | | | |

  13. Information Concerning Director Nominees

    | | Robert L. Dixon, Jr. | | | Mr. Dixon joined our board in June 2019. Mr. Dixon has owned The RD Factor, Inc., a digital and information technology consulting business, since December 2016. Mr. Dixon served at PepsiCo, Inc., a global food and beverage company, as Global Chief Information Officer and Senior Vice President from 2007 through 2016. Previously, Mr. Dixon held various positions with The Procter & Gamble Company, a consumer household products company, since 1977, including Vice President of Global Business Services. Mr. Dixon has served on the boards of Elevance Health, Inc. (formerly Anthem, Inc.), a health benefits company, since 2011, and Build-A-Bear Workshop, Inc., a specialty retailer, since February 2018. At the Georgia Institute of Technology, Mr. Dixon serves on the President’s Advisory Board and the College of Computing Advisory Board and is an Emeritus Trustee of the Foundation Board. He previously served on the CIO Advisory Board for IBM. Mr. Dixon holds a Bachelor of Science in electrical engineering from the Georgia Institute of Technology. We believe that Mr. Dixon is qualified to serve as a member of our board because he brings valuable technology experience and the perspective of our customers through his prior role as Global Chief Information Officer and his service on the CIO advisory board for another large public company. | | Former Global Chief Information Officer and Senior Vice President, PepsiCo, Inc. | | | Age 67 | | | Director Since 2019 | | | | |

  14. Information Concerning Director Nominees

    | 12 | 2023 Proxy Statement | Okta, Inc. |

  15. Information Concerning Director Nominees

    | | Benjamin Horowitz | | | Mr. Horowitz joined our board in February 2010. Mr. Horowitz is a co-founder and has served as a General Partner of Andreessen Horowitz, a venture capital firm, since July 2009. From September 2007 to October 2008, Mr. Horowitz served as a Vice President and General Manager at Hewlett-Packard Company, an information technology company. From September 1999 to September 2007, Mr. Horowitz co-founded and served as the President and Chief Executive Officer of Opsware Inc., a computer software company. From June 2016 to June 2020, Mr. Horowitz served as a member of the board of directors of Lyft, Inc., which operates a multimodal transportation network. Mr. Horowitz also currently serves on the boards of several private companies. Mr. Horowitz holds a Master of Science in computer science from the University of California, Los Angeles and a Bachelor of Arts in computer science from Columbia University. We believe that Mr. Horowitz is qualified to serve as a member of our board because of his significant knowledge of and history with our company; his experience as a company executive, a seasoned investor, and a current and former director of many companies; and his knowledge of the industry in which we operate. | | General Partner, Andreessen Horowitz | | | Age 56 | | | Director Since 2010 | | | | |

  16. Information Concerning Director Nominees

    | Okta, Inc. | 2023 Proxy Statement | 13 |

  17. Information Concerning Continuing Directors

    Information Concerning Continuing Directors

  18. Information Concerning Continuing Directors

    | | Emilie Choi | | | Ms. Choi joined our board in August 2022. Ms. Choi has served as President of Coinbase Global, Inc., a cryptocurrency exchange platform, since November 2020 and as Chief Operating Officer since June 2019. Ms. Choi previously served as Vice President of Business, Data and International at Coinbase from March 2018 to June 2019. From December 2009 to March 2018, Ms. Choi served as the Vice President & Head of Corporate Development for LinkedIn Corporation, a professional networking site and, following its acquisition in December 2016, a subsidiary of Microsoft Corporation, a software company. From August 2007 to December 2009, Ms. Choi served in various positions at Warner Bros. Entertainment Inc., a mass media and entertainment company, including as Director of Digital Business Strategy and Operations and Manager of Corporate Business Development and Strategy. Ms. Choi served as a member of the boards of directors of Naspers Limited, a global internet group, and Prosus N.V., the international internet assets division of Naspers Limited, from April 2017 to August 2021, and ZipRecruiter, Inc., a jobs marketplace, from November 2018 to August 2022. Ms. Choi holds a B.A. in Economics from the Johns Hopkins University and an M.B.A. from the Wharton School at the University of Pennsylvania. | | President and Chief Operating Officer, Coinbase Global, Inc. | | | Age 44 | | | Director Since 2022 | | | | | | | We believe that Ms. Choi is qualified to serve as a member of our board because of her experience as a company executive, her knowledge of the industry in which we operate and her experience as a public company director. |

  19. Information Concerning Continuing Directors

    | | Jeff Epstein | | | Mr. Epstein joined our board in May 2021. Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture capital firm, which he joined in November 2011. From September 2008 to April 2011, Mr. Epstein served as Executive Vice President and Chief Financial Officer of Oracle Corporation, an enterprise software company. Prior to joining Oracle, Mr. Epstein served as chief financial officer of several public and private companies. Mr. Epstein previously served on the boards of directors of Booking Holdings Inc. from April 2003 to June 2019, Shutterstock, Inc. from April 2012 to June 2021 and Poshmark, Inc., a social commerce marketplace company, from April 2018 to January 2023. Mr. Epstein has served on the boards of Twilio Inc., a cloud communication platform company, since July 2017, Couchbase, Inc., a provider of a leading modern database for enterprise applications, since June 2015, and AvePoint, Inc., a cloud data management company, since July 2011. Mr. Epstein holds a Bachelor of Arts from Yale University and a Masters in Business Administration from Stanford University. We believe that Mr. Epstein is qualified to serve as a member of our board because of his experience as a company executive and as a current and former director of many companies, and because of his knowledge of the industry in which we operate. | | Operating Partner, Bessemer Venture Partners | | | Age 66 | | | Director Since 2021 | | | | |

  20. Information Concerning Continuing Directors

    | 14 | 2023 Proxy Statement | Okta, Inc. |

  21. Information Concerning Continuing Directors

    | | J. Frederic Kerrest | | | Mr. Kerrest co-founded Okta and has served as our Chief Operating Officer (“COO”) and as a member of our board since July 2009. Mr. Kerrest was appointed Executive Vice Chairperson of our board in March 2019. From August 2002 to February 2007, Mr. Kerrest served in a variety of sales and business development roles at salesforce.com, inc., a cloud-based customer relationship management company. Mr. Kerrest holds a Masters in Business Administration from the MIT Sloan School of Management and a Bachelor of Science in computer science from Stanford University. We believe that Mr. Kerrest is qualified to serve as a member of our board because of his experience and perspective as our COO and co-founder. | | Executive Vice Chairperson and Chief Operating Officer | | | Age 46 | | | Director Since 2009 | | | | |

  22. Information Concerning Continuing Directors

    | | Todd McKinnon | | | Mr. McKinnon co-founded Okta and has served as our Chief Executive Officer (“CEO”) and as a member of our board since January 2009. Mr. McKinnon was appointed Chairperson of our board in February 2017. From October 2003 to February 2009, Mr. McKinnon served in various roles at salesforce.com, inc., a cloud-based customer relationship management company, most recently as Senior Vice President of Development. From 1995 to 2003, Mr. McKinnon held various engineering and leadership positions at Peoplesoft, Inc., an enterprise application software company, which was acquired by Oracle Corporation in January 2005. Mr. McKinnon holds a Master of Science in computer science from California Polytechnic State University, San Luis Obispo and a Bachelor of Science in management and information systems from Brigham Young University. We believe that Mr. McKinnon is qualified to serve as a member of our board because of his experience and perspective as our CEO and co-founder. | | Chairperson and Chief Executive Officer | | | Age 51 | | | Director Since 2009 | | | | |

  23. Information Concerning Continuing Directors

    | Okta, Inc. | 2023 Proxy Statement | 15 |

  24. Information Concerning Continuing Directors

    | | Rebecca Saeger | | | Ms. Saeger joined our board in January 2019. Ms. Saeger served as an Executive Vice President at Charles Schwab & Co., Inc. from 2004 until 2011, most recently as Chief Marketing Officer. Prior to joining Charles Schwab, she served as Executive Vice President, Marketing at Visa U.S.A. Before joining Visa, Ms. Saeger was Senior Vice President and head of Account Management at Foote, Cone & Belding, and Senior Vice President at Ogilvy & Mather. From February 2012 to October 2020, Ms. Saeger served on the board of directors of E*TRADE Financial Corporation, a financial services company, and as a member of the E*TRADE Bank board. She holds a Bachelor of Arts from Muhlenberg College and a Masters in Business Administration from the Wharton School of the University of Pennsylvania. We believe that Ms. Saeger is qualified to serve as a member of our board because of her valuable expertise in consumer and business-to-business marketing, strategic planning and brand development, as well as her experience serving on other boards. | | Former Executive Vice President and Chief Marketing Officer, Charles Schwab & Co., Inc. | | | Age 68 | | | Director Since 2019 | | | | |

  25. Information Concerning Continuing Directors

    | | Michael Stankey | | | Mr. Stankey joined our board in December 2016. Mr. Stankey currently serves as Vice Chairman at Workday, Inc., a financial and human capital management software vendor where, from September 2009 to June 2015, he served as President and Chief Operating Officer. Mr. Stankey also served as a member of the board of directors of Workday from June 2015 to April 2021. From October 2007 to September 2009, Mr. Stankey was an Operating Partner at Greylock Partners, a venture capital firm. From December 2001 to April 2007, Mr. Stankey served as Chairman and Chief Executive Officer at PolyServe, Inc., a database and file serving utility service. From February 2017 to October 2021, Mr. Stankey served as a member of the board of directors of Cloudera, Inc., a data management, machine learning and advance analytics platform provider. Mr. Stankey holds a Bachelor of Business Administration from the University of Wisconsin-Eau Claire. We believe that Mr. Stankey is qualified to serve as a member of our board because of his experience as a company executive and as a current and former director of many companies, and because of his knowledge of the industry in which we operate. | | Vice Chairman, Workday, Inc. | | | Age 64 | | | Director Since 2016 | | | | |

  26. Information Concerning Continuing Directors

    | 16 | 2023 Proxy Statement | Okta, Inc. |

  27. Information Concerning Continuing Directors

    Our business and affairs are managed under the direction of our board, which is elected by our stockholders. In carrying out its responsibilities, our board selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements our corporate governance policies. Our board and management team are committed to good corporate governance to ensure that Okta is managed for the long-term benefit of our stockholders, and we have a variety of policies and procedures to promote such goals. To that end, during the past year, our management periodically reviewed our corporate governance policies and practices to ensure that they remain consistent with the requirements of the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards. Besides verifying the independence of the members of our board and committees (as discussed below under “Independence of Our Board”), at the direction of our board, we also: •Periodically review and make necessary changes to the charters for our audit, compensation and nominating committees; •Have established disclosure control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC; •Have a procedure to receive and address anonymous and confidential complaints or concerns regarding audit or accounting matters; and •Have a code of conduct that applies to our employees, officers and directors, including our CEO, Chief Financial Officer (“CFO”) and other executive and senior financial officers.

  28. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board has delegated to our nominating committee the responsibility of identifying suitable candidates to nominate to our board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. Our nominating committee may gather information about candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means its members deem appropriate. Our nominating committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board. Based on the results of the evaluation process, our nominating committee recommends candidates for our board’s approval as director nominees for election to our board. Our board appointed Emilie Choi as a director effective August 19, 2022 on the recommendation of our nominating committee, which engaged a third-party search firm to identify and evaluate potential candidates for our board.

  29. Non-Employee Director Compensation

    Non-Employee Director Compensation Our non-employee director compensation program is designed to attract, retain and reward qualified directors and further align the financial interests of our non-employee directors with those of our stockholders. The compensation committee is responsible for reviewing and making recommendations to the board regarding compensation paid to non-employee directors for their board and board committee service. Periodically, the compensation committee reviews our non-employee director compensation program, receiving input from the compensation committee’s independent compensation consultant regarding market practices and the competitiveness of our non-employee director compensation program in relation to the general market and our peer group. The compensation committee last reviewed our non-employee director compensation program in June 2022 and did not recommend any changes to the board. Under our non-employee director compensation program, non-employee directors receive initial equity grants when they join the board, and annual cash retainers and equity grants for their continued annual service. We also reimburse all reasonable out-of-pocket expenses incurred by directors in order to attend meetings of our board or any committee thereof. When first appointed to our board, non-employee directors are granted restricted stock unit awards (“RSUs”) having a fair market value of $350,000 on the date of grant. These initial RSU grants vest in equal annual installments on the first three anniversaries of the date on which the non-employee director was appointed to our board, subject to continuous service. Non-employee directors receive the following annual cash retainers for their service:

  30. Non-Employee Director Compensation

    | Position | Annual Cash Retainer ($) | | Board Member | 30,000 | | Lead Independent Director | 20,000 | | Audit Committee Chair | 20,000 | | Compensation Committee Chair | 15,000 | | Nominating Committee Chair | 8,000 | | Audit Committee Member other than Chair | 10,000 | | Compensation Committee Member other than Chair | 7,500 | | Nominating Committee Member other than Chair | 4,000 |

  31. Non-Employee Director Compensation

    In addition, on the date of each Annual Meeting of Stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted RSUs having a fair market value of $200,000 on the date of grant. These annual RSU grants will fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of Stockholders, subject to continuous service. Under our non-employee director compensation program, all RSUs granted to non-employee directors are settled in shares of our Class A common stock. The non-employee director compensation program provides that these RSUs are subject to full accelerated vesting upon the sale of our company in a Sale Event (as defined in our 2017 Equity Incentive Plan, as amended (the “2017 Plan”)). The following table presents the total compensation for each person who served as a non-employee director during fiscal 2023. Messrs. McKinnon and Kerrest, who were also our employees, received no compensation for their service as directors. The compensation received by Mr. McKinnon as CEO is presented in the “Fiscal 2023 Summary Compensation Table” below. Mr. Kerrest, our COO, is an executive officer other than a named executive officer for fiscal 2023. Other than as set forth in the tables below, we did not pay any compensation or make any equity awards to our non-employee directors during fiscal 2023.

  32. Non-Employee Director Compensation

    | Okta, Inc. | 2023 Proxy Statement | 27 |

  33. Fiscal 2023 Director Compensation Table

    Fiscal 2023 Director Compensation Table

  34. Fiscal 2023 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Shellye Archambeau | 40,000 | 200,037 | 240,037 | | Emilie Choi(3) | 13,533 | 350,012 | 363,545 | | Robert L. Dixon, Jr. | 37,500 | 200,037 | 237,537 | | Jeff Epstein | 50,543 | 200,037 | 250,580 | | Patrick Grady | 40,000 | 200,037 | 240,037 | | Benjamin Horowitz | 50,000 | 200,037 | 250,037 | | Rebecca Saeger | 43,935 | 200,037 | 243,972 | | Michael Stankey | 49,000 | 200,037 | 249,037 | | Michelle Wilson(4) | 17,804 | — | 17,804 |

  35. Fiscal 2023 Director Compensation Table

    (1)The amounts reported represent the aggregate grant date fair values of the RSUs granted during fiscal 2023 under our 2017 Plan as computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair values are set forth in the notes to our consolidated financial statements included in our 2023 Annual Report. These amounts do not necessarily correspond to the actual values recognized or that may be recognized by the directors. (2)As of January 31, 2023, our non-employee directors held the options and stock awards set forth in the following table:

  36. Fiscal 2023 Director Compensation Table

    | Name | Shares of Class B Common Stock Underlying Options | RSUs Covering Class A Common Stock | | Shellye Archambeau | — | 2,378 | | Emilie Choi | — | 3,638 | | Robert L. Dixon, Jr. | — | 2,378 | | Jeff Epstein | — | 3,334 | | Patrick Grady | — | 2,378 | | Benjamin Horowitz | — | 2,378 | | Rebecca Saeger | — | 2,378 | | Michael Stankey | 190,000 | 2,378 | | Michelle Wilson | — | — |

  37. Fiscal 2023 Director Compensation Table

    (3)Ms. Choi joined our board in August 2022. (4)Ms. Wilson served on our board until June 2022.

  38. Fiscal 2023 Director Compensation Table

    | 28 | 2023 Proxy Statement | Okta, Inc. |

  39. Fiscal 2023 Director Compensation Table

    | 02 | | | Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm | Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending January 31, 2024. We are asking our stockholders to ratify this appointment. Ernst & Young LLP has served as our independent registered public accounting firm since 2013. Our board is submitting the appointment of Ernst & Young LLP to stockholders for ratification as a matter of good corporate governance. In the event our stockholders do not ratify this appointment by a majority of the votes properly cast at the Annual Meeting, our audit committee will reconsider retaining Ernst & Young LLP. Even if the appointment is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the stockholders. We expect a representative of Ernst & Young LLP will attend the Annual Meeting. That individual will have an opportunity to make a statement and will be available to respond to appropriate questions from stockholders. | | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | | | We have adopted a policy under which our audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. As part of its review, our audit committee considers whether the categories of pre-approved services are consistent with rules on accountant independence prescribed by the SEC and the Public Company Accounting Oversight Board (“PCAOB”). Our audit committee pre-approved all services performed by the independent registered public accounting firm in fiscal 2023 in accordance with the foregoing pre-approval policies and procedures. |

  40. Fiscal 2023 Director Compensation Table

    | Okta, Inc. | 2023 Proxy Statement | 29 |

  41. Fiscal 2023 Director Compensation Table

    Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm

  42. Key Actions of Fiscal 2023 Executive Compensation Program

    Key Actions of Fiscal 2023 Executive Compensation Program Consistent with our performance and compensation objectives for fiscal 2023, our compensation committee took the following key actions relating to the compensation of our named executive officers for fiscal 2023: •Base Salary: Maintained the annual base salary of our CEO for fiscal 2023 at its fiscal 2022 level, while increasing the annual base salary of Mr. Tighe by 20%, the annual base salary of Mr. Runyan by 25% and the annual base salary of Ms. St. Ledger by 5%, each in recognition of their performance during the past fiscal year and to more closely align with peer group compensation levels for similarly-situated executives. Our compensation committee also set the initial annual base salary of Mr. Ninan at $380,000 as part of his new hire compensation package as described below. •Short-Term Incentive Compensation: After achieving the performance objectives established under our Senior Executive Incentive Bonus Plan (the “Bonus Plan”) at 107.1%, our compensation committee used negative discretion to reduce the payout for internal pay equity purposes to 45%, consistent with the achievement of goals established for our broader employee population. •Long-Term Incentive Compensation: In addition to time-based restricted stock unit (“RSU”) awards, in response to shareholder feedback, we introduced performance-based restricted stock units (“PSUs”) for the first time. In addition, at their request, our CEO and COO were not granted equity awards in fiscal 2023. The PSU awards provide that the number of PSUs actually earned (between 0% and 200% of the target number of units awarded) will be determined based on our relative total stockholder return compared to the total stockholder return of the Nasdaq Composite Index during three performance periods, a one-year, two-year and three-year performance period, each beginning on February 1, 2022. Our named executive officers did not earn any PSUs for the one-year performance period covering fiscal 2023. •New Compensation Arrangements: In connection with Mr. Ninan’s appointment as our CAO during fiscal 2023, we entered into a compensation package with him that was intended to be aligned with the compensation packages offered to the executives holding comparable positions at the companies in our compensation peer group, incentivize superior performance and provide significant retentive value. Mr. Ninan was also added as a “covered executive” to our Executive Severance Plan.

  43. Non-Binding Advisory Stockholder Vote on Named Executive Officer Compensation

    Non-Binding Advisory Stockholder Vote on Named Executive Officer Compensation Our company and our compensation committee value the input of our stockholders. For this reason, since the fall of 2019, members of our management team have contacted our top institutional stockholders to discuss our business, ESG initiatives, board composition and executive compensation program. Our 2022 non-binding advisory Say-on-Pay vote received 54.4% support, which the members of our compensation committee and board took seriously given previous fiscal years’ strong stockholder support for our executive compensation program. As in past years, we discussed our compensation programs with significant stockholders in the fall of 2021 (fiscal 2022) and based on the feedback we received and the results of our 2022 non-binding advisory Say-on-Pay vote, we intensified our stockholder outreach through the fall of 2022 (fiscal 2023). These stockholder meetings included discussions of the April 2021 retention equity (time-based stock options) granted to our executive officers and our plans to grant performance-based equity. In our most recent outreach effort in the fall of 2022, we contacted stockholders representing over 55% of our outstanding common stock. Our team met with governance professionals from passive funds as well as portfolio managers from active funds. The breadth of our outreach program enabled us to gather feedback from a significant cross-section of our stockholder base. Based on our intensified stockholder outreach, we learned that our stockholders generally supported our annual executive compensation program and the alignment between executive officer pay and our company’s performance, but a number of stockholders expressed concern over the retention stock option grants and a preference for performance-based equity in lieu of stock options. Based in part on the stockholder feedback we received in these discussions, our compensation committee implemented a new PSU program for our executive officers in fiscal 2023, other than our CEO and our COO who requested that they not be granted annual equity awards in fiscal 2023. Based on fiscal 2023 performance, no PSUs were earned under the one-year performance period covering fiscal 2023. For fiscal 2024, we continued to expand our PSU program, increasing the percentage of our overall equity grants to executive officers that are comprised of PSUs. In March 2023, we also introduced robust stock ownership guidelines for our named executive officers, encouraging even more alignment of the interests of our named executive officers and our stockholders. We value the opinions of our stockholders, and when making compensation decisions for our executive officers in the future, our board and our compensation committee intend to consider the outcome of the non-binding advisory Say-on-Pay vote, in addition to other stockholder feedback we may receive throughout the year.

  44. Executive Compensation Philosophy, Objectives and Design

    Executive Compensation Philosophy, Objectives and Design Our compensation philosophy is that an executive compensation program should drive and reward performance and further align the compensation of our executive officers with the long-term interests of our stockholders. Consistent with this philosophy, our executive compensation program is designed to achieve the following primary objectives: •attract, motivate, incent and retain our executive officers, who contribute to our long-term success; •provide compensation packages to our executive officers that are competitive and drive and reward the achievement of our business objectives; and •effectively align our executive officers’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. Our executive compensation program design incorporates a mix of compensation elements, including base salary, short-term incentive compensation opportunities, long-term incentive compensation in the form of equity awards and benefits (such as change-in-control payments and benefits), to attract and retain our named executive officers. In determining the amount of each element of direct compensation awarded to our named executive officers, our compensation committee does not apply any fixed percentage of any one element in relation to the overall compensation package. Rather, our compensation committee looks at the overall compensation package and the relative amount of each element on a stand-alone basis for each individual to determine whether such amounts and mix of elements are consistent with the basic principles and objectives of our overall executive compensation program. A significant majority of the compensation opportunity for our named executive officers is weighted toward equity, as opposed to cash, compensation, though, for fiscal 2023, our CEO and COO, who are our co-founders, requested that our compensation committee refrain from granting them annual equity awards and to instead use the shares that would have been granted to them for grants to other employees. We structure our executive compensation program to be heavily weighted toward long-term equity incentives as we continue to transition the compensation of our named executive officers to levels that are more consistent with

  45. Compensation Committee Oversight of Executive Compensation Process

    Compensation Committee Oversight of Executive Compensation Process Our compensation committee discharges many of the responsibilities of our board relating to the compensation of our executive officers and the non-employee members of our board (described in “Corporate Governance—Non-Employee Director Compensation” above), and regularly reports to our board on its discussions, decisions and other actions. Our compensation committee has overall responsibility for overseeing our compensation structure, policies and programs generally and for overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers. Our compensation committee has the authority to retain, and has retained, an independent compensation consultant to provide support to the committee in its review and oversight of our executive compensation program. Our compensation committee reviews the base salary levels, short-term incentive compensation opportunities and long-term incentive compensation opportunities of our named executive officers each fiscal year at the beginning of the year, or more frequently as warranted. Long-term incentive compensation is granted on a regularly-scheduled basis, as described in “Other Compensation Policies—Amended and Restated Equity Award Grant Policy” below.

  46. Role of the Compensation Committee

    Role of the Compensation Committee Our compensation committee determines the target total direct compensation opportunities for our executive officers. When making these decisions, our compensation committee reviews the recommendations of our CEO and other data, including input from its compensation consultant, compensation survey data and publicly-available compensation data of our peers. Our compensation committee then draws upon its members’ experience and exercises its independent judgment to determine the target total direct compensation, and each element of compensation, for each of our executive officers. Our compensation committee does not use a single method or measure in making its determinations, nor does it establish specific targets for the total direct compensation opportunities of our executive officers. Nonetheless, as it continues to adjust the compensation of our named executive officers to levels that are more consistent with those of our compensation peer group, our compensation committee begins its deliberations on cash and equity compensation levels with reference to the 25th, 50th and 75th percentile levels for cash compensation and target total direct compensation as reflected in competitive market data. For more information, see “Competitive Positioning” below. When determining the amount and approving each compensation element and the target total direct compensation opportunity for our executive officers, our compensation committee considers the following factors, among others: •our performance against the corporate performance objectives established by our compensation committee and our board; •our financial performance relative to our compensation peer group; •the compensation levels and practices of our compensation peer group and/or selected broad-based compensation surveys; •each individual executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the scope of each individual executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; and •the performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her function and ability to work as part of a team. These items reflect our core values and encourage compensation parity among our individual executive officers and provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor acts to determine specific pay levels, nor was the impact of any factor on the ultimate pay level decisions quantifiable. Instead, our compensation committee uses its judgment to evaluate the factors as a whole in reaching compensation decisions.

  47. Role of our CEO

    Role of our CEO In discharging its responsibilities, our compensation committee works with members of management, including our CEO. Management assists our compensation committee by providing information on corporate and individual performance, financial impact analysis, competitive market compensation data and management’s perspective on compensation matters. Our CEO makes compensation recommendations for each of our executive officers other than recommendations providing compensation to himself. These recommendations cover each executive officer’s target total direct compensation, consisting of base salary, a short-term incentive compensation opportunity and long-term incentive compensation in the form of equity awards. In making these recommendations, our CEO considers a variety of factors, including our business results, the executive officer’s individual contribution toward these results, the executive officer’s role and performance of his or her duties, whether the executive officer has achieved his or her individual goals and the relative compensation parity among all of our executive officers. In fiscal 2023, our CEO and COO requested that our compensation committee refrain from making an annual equity grant to themselves, and to reallocate the shares that would have been granted to them for grants to other employees. Our compensation committee reviews the recommendation of our CEO and other data and then exercises its own independent judgment to determine the target total direct compensation, and each element thereof, for each of our executive officers, including our CEO. While our CEO typically attends meetings of our compensation committee, our compensation committee meets in executive session outside the presence of our CEO when determining his compensation and when discussing other matters.

  48. Role of the Compensation Consultant

    Role of the Compensation Consultant Our compensation committee engages a compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from the committee’s annual executive compensation review. For fiscal 2023, our compensation committee retained Compensia, a national compensation consulting firm with expertise relating to technology companies, to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. Compensia was engaged directly by our compensation committee to, among other things: •assist in developing a relevant group of peer companies to help our compensation committee determine the appropriate level of overall compensation for our executive officers; •assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair; •review compensation for the non-employee members of our board; •provide market practices for equity compensation design; •conduct an executive compensation risk assessment; •coordinate with our management for data collection and job matching for our executive officers; and •support other ad hoc matters, such as compensation packages for new executive officers, throughout the year. Based on its consideration of the factors specified in SEC rules and the Nasdaq listing standards, our compensation committee does not believe that its relationship with Compensia and the work of Compensia on behalf of our compensation committee has raised any conflict of interest. Our compensation committee reviews these factors on an annual basis. As part of our compensation committee’s determination of Compensia’s independence, it received written confirmation from Compensia addressing these factors and stating its belief that it remains an independent compensation consultant to our compensation committee.

  49. Competitive Positioning

    Competitive Positioning For purposes of comparing our executive compensation against the competitive market, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies. In September 2021, with the assistance of Compensia, our compensation committee reviewed our compensation peer group used for compensation decisions for fiscal 2023, which was generally developed from publicly-traded companies with three primary characteristics: •a focus on software, with an emphasis on application software, internet and services and systems software business models; •revenue of approximately $500 million to approximately $3 billion (0.5 to 3.0 times our last four fiscal quarters’ revenue of approximately $1 billion); and •a market capitalization of approximately $9 billion to approximately $151 billion (within a range of 0.25 to 4.0 times our 30-day average market capitalization of approximately $37.7 billion in September 2021).

  50. Competitive Positioning

    | Okta, Inc. | 2023 Proxy Statement | 39 |

  51. Competitive Positioning

    Where appropriate, we further refined our peer group by focusing on companies with strong one-year and three-year revenue growth (where possible), strong market capitalization-to-revenue multiples and on companies based in the San Francisco Bay Area or in other U.S. metropolitan areas. Based on the foregoing review, our compensation committee removed Dropbox and, due to its acquisition, Slack Technologies from the compensation peer group and added Cloudflare, Dynatrace, Snowflake, The Trade Desk and Workday for fiscal 2023. Based on the foregoing, in September 2021 our compensation committee approved the following compensation peer group to assist with the determination of fiscal 2023 compensation for our executive officers:

  52. Competitive Positioning

    | Cloudflare | MongoDB | The Trade Desk | | Coupa Software | Palo Alto Networks | Twilio | | CrowdStrike Holdings | Paycom Software | Veeva Systems | | Datadog | RingCentral | Workday | | DocuSign | ServiceNow | Zendesk | | Dynatrace | Snowflake | Zoom Video Communications | | HubSpot | Splunk | Zscaler |

  53. Competitive Positioning

    Our compensation committee uses data drawn from the public filings of the companies in our compensation peer group, as well as data from a custom cut of the Radford Global Technology survey (which included 18 of our 21 peer companies), to evaluate the competitive market when determining the total direct compensation packages for our executive officers. Our compensation committee reviews our compensation peer group at least annually and adjusts its composition, if warranted, taking into account changes in both our business and the businesses of our peers.

  54. Annual Performance-Based Incentive Compensation

    Annual Performance-Based Incentive Compensation We use performance-based incentives to motivate our named executive officers to achieve our annual financial and operational objectives, while making progress toward our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our compensation committee adopts the performance criteria and related target levels for our Bonus Plan for that fiscal year and establishes the target annual incentive compensation opportunity for each plan participant based on a percentage of each participant’s annual base salary, the performance measures and the associated target levels for each measure and the potential payouts based on actual performance for the fiscal year. In addition, our compensation committee considers the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above.

  55. Target Annual Incentive Compensation Opportunities

    Target Annual Incentive Compensation Opportunities In March 2022, in connection with its review of our executive compensation program, our compensation committee determined that the target annual incentive compensation opportunity for Mr. Runyan would be increased to 70% of his annual base salary in recognition of his performance during the past fiscal year and to more closely align with competitive market compensation levels for similarly-situated executives, while the target annual incentive compensation opportunities of our CEO and other then-incumbent named executive officers would remain the same as in effect for fiscal 2022. The target annual incentive compensation opportunities of our then-incumbent named executive officers for fiscal 2023 as determined in March 2022 were as follows:

  56. Target Annual Incentive Compensation Opportunities for Fiscal 2023

    Target Annual Incentive Compensation Opportunities for Fiscal 2023

  57. Target Annual Incentive Compensation Opportunities for Fiscal 2023

    | Named Executive Officer | Fiscal 2023 Annual Base Salary ($) | Target Annual Incentive Compensation Opportunity as Percentage of Base Salary | Target Annual Incentive Compensation Opportunity Under the Bonus Plan ($) | | Mr. McKinnon | 306,000 | 65% | 198,900 | | Mr. Tighe | 480,000 | 65% | 312,000 | | Mr. Runyan | 464,660 | 70% | 325,262 | | Ms. St. Ledger | 551,250 | 100% | 551,250 |

  58. Target Annual Incentive Compensation Opportunities for Fiscal 2023

    | Okta, Inc. | 2023 Proxy Statement | 41 |

  59. Target Annual Incentive Compensation Opportunities for Fiscal 2023

    In connection with his appointment as our CAO effective August 15, 2022, our compensation committee approved an initial target annual incentive compensation opportunity for Mr. Ninan equal to 45% of his annual base salary, or $171,000 on an annualized basis, but pro-rated for his period of actual employment in fiscal 2023, based on a variety of factors, including Mr. Ninan’s level within our company, qualifications, experience, target bonus opportunity with his prior employer and competitive market data.

  60. Corporate Performance Measures

    Corporate Performance Measures To measure performance for purposes of the Bonus Plan, in March 2022 our compensation committee selected revenue (weighted 70%) and non-GAAP operating income (weighted 30%) as the corporate performance measures that best supported our annual operating plan and enhanced long-term value creation for our stockholders. For this purpose: •“revenue” meant GAAP revenue as reflected in our quarterly and annual financial statements; and •“non-GAAP operating income” meant GAAP operating income as reflected in our quarterly and annual financial statements, adjusted to exclude expenses related to stock-based compensation, non-cash charitable contributions, amortization of acquired intangibles, acquisition- and integration-related expenses, restructuring costs related to severance and termination benefits and lease impairments in connection with the closing of certain leased facilities, amortization of debt discount, amortization of debt issuance costs and loss on early extinguishment of debt.

  61. Bonus Plan Funding Methodology

    Bonus Plan Funding Methodology The threshold, target and maximum performance goals for each metric and the percentage of target bonus earned at each performance level for 2023 annual incentive awards were as follows:

  62. Annual Bonus Plan Metrics

    Annual Bonus Plan Metrics

  63. Annual Bonus Plan Metrics

    | | Revenue (70% weight) | | | Non-GAAP Operating Income (30% weight) | | | | | Total Revenue (in millions) ($) | Percentage of Target Goal Achieved | Percentage of Target Bonus Earned | Total Non-GAAP Operating Income (in millions) ($) | Percentage of Target Goal Achieved | Percentage of Target Bonus Earned | | Maximum | 2,169.6 | 115% | 150% | (125.4) | 125% | 150% | | Target | 1,886.8 | 100% | 100% | (167.2) | 100% | 100% | | Threshold | 1,698.1 | 90% | 25% | (183.9) | 90% | 50% |

  64. Annual Bonus Plan Metrics

    If actual performance for fiscal 2023 was less than 90% of the applicable performance target, no payment would be earned with respect to that target. Our compensation committee set high thresholds to ensure that incentive payments would require significant achievement. Total payouts were capped at 150% of the target annual cash incentive opportunities to manage potential incentive compensation costs and avoid incentivizing undue risk in our executive compensation program, while still maintaining appropriate incentives for our named executive officers. With respect to the revenue component, for each additional 2% achievement between 90% and 100% of target, the percentage of target bonus earned would increase by 15%, and for each additional 3% achievement between 100% and 115% of target, the percentage of target bonus earned would increase by 10%, with a maximum bonus percentage of 150% of target. With respect to the non-GAAP operating income component, for each additional 2% achievement between 90% and 100% of target, the percentage of target bonus earned would increase by 10%, and for each additional 5% achievement between 100% and 125% of target, the percentage of target bonus earned would increase by 10%, with a maximum bonus percentage of 150% of target.

  65. Annual Bonus Plan Metrics

    | 42 | 2023 Proxy Statement | Okta, Inc. |

  66. Performance in Fiscal 2023 and Payouts

    Performance in Fiscal 2023 and Payouts In February 2023, our compensation committee assessed our performance and determined payouts under the Bonus Plan using the process described above. First, our compensation committee measured actual Bonus Plan performance against the pre-established target levels for the fiscal year. Then, our compensation committee exercised its negative discretion to determine the actual payout. For fiscal 2023, our achievement against the target performance levels under the Bonus Plan was as follows:

  67. Performance in Fiscal 2023 and Payouts

    | Performance Measure | Target ($) | Result ($) | Actual Achievement of Target | | Revenue | 1,886.8 million | 1,858.3 million | 98% | | Non-GAAP Operating Income | (167.2 million) | (35.0 million) | 179% |

  68. Performance in Fiscal 2023 and Payouts

    For the full fiscal year, our achievement of the revenue performance measure resulted in payment funding of 89% and our achievement of the non-GAAP operating income performance measure resulted in payment funding of 150%. Based on a relative weighting of 70% for the revenue performance measure and 30% for the non-GAAP operating income performance measure, the total achievement percentage for fiscal 2023 was 107.1%. After considering the recommendation of our CEO, our compensation committee exercised negative discretion and reduced our named executive officer bonus payouts to 45%, consistent with the payout level of the bonus program applicable to our broader employee population. As a result, the total payouts to our named executive officers under the Bonus Plan in fiscal 2023 were as follows: Bonus Plan Payouts for Fiscal 2023

  69. Performance in Fiscal 2023 and Payouts

    | Named Executive Officer | Fiscal 2023 Target Annual Incentive Compensation Opportunity ($) | Fiscal 2023 Actual Annual Incentive Compensation Payout ($) | | Mr. McKinnon | 198,900 | 89,505 | | Mr. Tighe | 312,000 | 140,400 | | Mr. Ninan(1) | 79,644 | 35,840 | | Mr. Runyan | 325,262 | 146,368 | | Ms. St. Ledger | 551,250 | 248,063 |

  70. Performance in Fiscal 2023 and Payouts

    (1)Mr. Ninan’s target annual incentive compensation opportunity was pro-rated to reflect his partial year of employment. The Bonus Plan provides that the incentive compensation payouts to current executive officers for periods of service as executive officers may be made in fully-vested RSUs, instead of cash, in order to further align the interests of our executive officers with those of our stockholders. The number of fully-vested RSUs granted to the applicable named executive officer in satisfaction of the amount payable under the Bonus Plan was determined by dividing the earned incentive compensation amount payable (expressed as a dollar value) by the average closing price of our Class A common stock on the Nasdaq during the month prior to the date of grant, consistent with our Amended and Restated Equity Award Grant Policy. Consequently, on March 15, 2023, our named executive officers were granted fully-vested RSU awards to satisfy their payouts earned under the Bonus Plan for fiscal 2023 for the following number of units:

  71. Bonus Plan Payouts for Fiscal 2023

    Bonus Plan Payouts for Fiscal 2023

  72. Bonus Plan Payouts for Fiscal 2023

    | Named Executive Officer | Fiscal 2023 Actual Number of Units Received as Annual Incentive Compensation Payout (#) | | Mr. McKinnon | 1,188 | | Mr. Tighe | 1,864 | | Mr. Ninan | 476 | | Mr. Runyan | 1,943 |

  73. Bonus Plan Payouts for Fiscal 2023

    Ms. St. Ledger was paid in cash pursuant to her Separation Agreement. Each fully-vested RSU was settled for one share of our Class A common stock. The grant date fair values of the RSUs earned by our named executive officers during fiscal 2023 under the Bonus Plan are set forth in the “Fiscal 2023 Summary Compensation Table” below.

  74. Bonus Plan Payouts for Fiscal 2023

    | Okta, Inc. | 2023 Proxy Statement | 43 |

  75. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards has a direct relationship to our stock price; therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. In fiscal 2023, long-term equity awards were granted in the form of RSUs and PSUs. In prior fiscal years, our compensation committee granted equity awards in the form of options to purchase shares of our Class A common stock and service-based RSU awards settled in shares of our Class A common stock. In fiscal 2023, our compensation committee decided to replace stock options with PSU awards that may be earned and settled in shares of our Class A common stock, contingent on achievement of performance goals. The purpose of this change was to be responsive to stockholder feedback and to strengthen the overall performance orientation of our executive compensation program and further align the economic interests of our executive officers with those of our stockholders. PSU awards provide a direct link between compensation and stockholder return, motivating our executive officers to focus on and strive to achieve both our annual and long-term financial and strategic objectives. We further believe that RSU awards provide a strong retention incentive for our executive officers, provide a reward for growth in the value of our Class A common stock and are less dilutive than stock options to our stockholders. Since their value increases with any increase in the value of the underlying shares, RSU awards serve as an incentive which aligns with the long-term interests of our executive officers and stockholders. Unlike stock options, however, RSU awards have real economic value when they vest even if the market price of our Class A common stock declines or stays flat, thus delivering more predictable value to our executive officers. Long-term incentive compensation opportunities in the form of equity awards are granted by our compensation committee on a regularly-scheduled basis, as described in “Other Compensation Policies—Amended and Restated Equity Award Grant Policy” below and are typically granted annually.

  76. Annual Equity Awards

    Annual Equity Awards For fiscal 2023, our compensation committee determined that the annual equity awards to be granted to our executive officers, including our then-incumbent named executive officers, should be a mix of service-based RSU awards (50% for the CEO and 75% for other executive officers) and PSU awards (50% for the CEO and 25% for other executive officers). In determining the aggregate value of the equity awards granted to our executive officers in fiscal 2023, our compensation committee considered our performance, market data for each executive officer, the criticality of individual roles, the individual skills, experience and performance of each executive officer and the mix of cash and equity compensation to ensure that equity awards would motivate the creation of long-term value. In addition, our compensation committee considers the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above. In March 2022, our compensation committee granted the following annual equity awards to our then-incumbent named executive officers, other than our CEO who requested that he not be granted an annual equity award in fiscal 2023:

  77. Annual Equity Awards for Fiscal 2023

    Annual Equity Awards for Fiscal 2023

  78. Annual Equity Awards for Fiscal 2023

    | Named Executive Officer | PSU Awards that May be Earned and Settled in Shares of our Class A Common Stock (value of underlying stock based on target performance) ($) | PSU Awards that May be Earned and Settled in Shares of our Class A Common Stock (target number of shares)(1) | RSU Awards that May be Settled in Shares of our Class A Common Stock (value) ($) | RSU Awards that May be Settled in Shares of our Class A Common Stock (number of shares)(2) | | Mr. McKinnon | — | — | — | — | | Mr. Tighe(3) | 4,500,000 | 24,428 | 13,500,000 | 73,282 | | Mr. Runyan | 3,750,000 | 20,357 | 11,250,000 | 61,069 | | Ms. St. Ledger | 2,250,000 | 12,214 | 6,750,000 | 36,641 |

  79. Annual Equity Awards for Fiscal 2023

    (1)The number of shares of our Class A common stock subject to these PSU awards based on target performance was calculated by dividing the dollar value of the award by the average closing market price on the Nasdaq Global Select Market of one share of our Class A common stock in February 2022, which was $184.22 per share. (2)The number of shares of our Class A common stock subject to these RSU awards was calculated by dividing the dollar value of the award by the average closing market price on the Nasdaq Global Select Market of one share of our Class A common stock in February 2022, which was $184.22 per share. (3)Mr. Tighe’s equity award was granted to him in connection with his appointment as our permanent CFO effective January 28, 2022.

  80. Annual Equity Awards for Fiscal 2023

    | 44 | 2023 Proxy Statement | Okta, Inc. |

  81. PSU Awards

    PSU Awards The PSU awards granted in fiscal 2023 to our named executive officers are to be earned, if at all, based on the performance of our total stockholder return (“TSR”) relative to the TSR of the companies comprising the Nasdaq Composite Index (the “Index”) during three performance periods: a one-year period from February 1, 2022 through January 31, 2023 (“Performance Period 1”), a two-year period from February 1, 2022 through January 31, 2024 (“Performance Period 2”) and a three-year period from February 1, 2022 through January 31, 2025 (“Performance Period 3”). The number of units earned (and accordingly, the number of shares of our Class A common stock issuable) for each performance period will be determined by multiplying the Achievement Factor (as defined below) for such performance period by one-third of the total number of units granted to the named executive officer, subject to such named executive officer remaining in our service as a director, consultant or employee through March 15th of the calendar year in which the applicable performance period ends. Following the end of each performance period, our compensation committee will compare our TSR to the TSR of the Index for that performance period, and determine the Achievement Factor, based on our relative TSR achievement (“Relative TSR”). The following table shows how the Achievement Factor for each performance period will be determined:

  82. PSU Awards

    | Relative TSR for Performance Periods 1 and 2 | Achievement Factor | | Below the 30th percentile of the Nasdaq Composite | 0 | | At the 30th percentile of the Nasdaq Composite | 0.5 | | At or above the 55th percentile of the Nasdaq Composite | 1 |

  83. PSU Awards

    | Relative TSR for Performance Period 3 | Achievement Factor(1) | | Below the 30th percentile of the Nasdaq Composite | 0 | | At the 30th percentile of the Nasdaq Composite | Prior Achievement Sum greater than or equal to 1 = 0.5 Prior Achievement Sum less than 1 = 1.5 less the Prior Achievement Sum | | At the 55th percentile of the Nasdaq Composite | 3 less the Prior Achievement Sum | | At or above the 90th percentile of the Nasdaq Composite | 6 less the Prior Achievement Sum |

  84. PSU Awards

    (1)“Prior Achievement Sum” means the sum of the Achievement Factors for Performance Period 1 and Performance Period 2. If the Relative TSR achieved during the applicable performance period is between two of the achievement levels indicated in the tables above, the Achievement Factor for that performance period will be determined using linear interpolation. The maximum number of PSUs that can be earned for all three performance periods combined is 200% of the number of PSUs granted.

  85. RSU Awards

    RSU Awards The annual fiscal 2023 RSU awards granted to the named executive officers vested as to 6.25% of the award on June 15, 2022, with the remaining units vesting in 15 equal quarterly installments thereafter, subject to the named executive officer’s continuous employment with us through each applicable vesting date. Each unit granted pursuant to the RSU awards represents a contingent right to receive one share of our Class A common stock upon vesting.

  86. PSU Achievement for Performance Period 1

    PSU Achievement for Performance Period 1 In February 2023, our compensation committee determined that, based on our TSR relative to the TSR of the Index, the Achievement Factor for Performance Period 1 was zero. Consequently, our named executive officers did not earn any PSUs (or underlying shares of our Class A common stock) for Performance Period 1.

  87. Mr. Ninan’s New Hire Equity Award

    Mr. Ninan’s New Hire Equity Award On September 22, 2022, in connection with Mr. Ninan’s appointment as our CAO, our compensation committee granted to Mr. Ninan an award of 35,134 time-based RSUs, with a target value of $3,500,000, which was converted into a number of RSUs using the average closing trading price of our Class A common stock over the month of August 2022. This RSU award vests over four years as described in the “Fiscal 2023 Grants of Plan-Based Awards Table” below. The equity awards granted to our named executive officers in fiscal 2023 are set forth in the “Fiscal 2023 Summary Compensation Table” and the “Fiscal 2023 Grants of Plan-Based Awards Table” below.

  88. Mr. Ninan’s New Hire Equity Award

    | Okta, Inc. | 2023 Proxy Statement | 45 |

  89. Not in Connection with a Change in Control

    Not in Connection with a Change in Control Our Executive Severance Plan provides that upon the termination of employment of an eligible participant by us for any reason other than for “cause” (as defined in the Executive Severance Plan), death or disability outside of the “change-in-control period” (defined as the period beginning three months prior to and ending 12 months after a Sale Event, as defined in the 2017 Plan), an eligible participant will be entitled to receive, subject to the timely execution and delivery of an effective release of claims in favor of our company: •a lump sum cash payment equal to 12 months of base salary for our CEO, nine months of base salary for our other executive officers and six months of base salary for the other participants; and •a monthly cash payment equal to our contribution toward health insurance for 12 months for our CEO, nine months for our other executive officers and six months for the other participants.

  90. In Connection with a Change in Control

    In Connection with a Change in Control Our Executive Severance Plan also provides that upon (i) the termination of employment of an eligible participant by us other than for cause, death or disability or (ii) the resignation of an eligible participant for “good reason” (as defined in the Executive Severance Plan), in each case within the change-in-control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the timely execution and delivery of an effective general release of claims in favor of our company: •a lump sum cash payment equal to 18 months of base salary for our CEO, 12 months of base salary for our other executive officers and nine months of base salary for the other participants; •a lump sum cash payment equal to the eligible participant’s annual target incentive compensation opportunity; •a monthly cash payment equal to our contribution toward health insurance for 18 months for our CEO, 12 months for our other executive officers and nine months for the other participants; and •full accelerated vesting of all outstanding and unvested equity awards held by such participant, provided that any unvested and outstanding equity awards subject to performance conditions will be deemed satisfied at the target levels specified in the applicable award agreements.

  91. In Connection with a Change in Control

    | 46 | 2023 Proxy Statement | Okta, Inc. |

  92. In Connection with a Change in Control

    The payments and benefits provided under our Executive Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may subject an eligible participant to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient.

  93. Death-Related Equity Acceleration Policy

    Death-Related Equity Acceleration Policy Our compensation committee has adopted a policy that upon the termination of employment of any employee due to death, all equity awards that vest solely based on continued service to our company (that is, stock options and RSU awards) and that are outstanding and held by such individual immediately prior to his or her death will fully accelerate and vest effective as of the date of death.

  94. PSU Treatment on Death, Disability or Change in Control

    PSU Treatment on Death, Disability or Change in Control The terms of the PSU award agreement provide for the following treatment on a termination of services: •Disability: Upon a termination due to disability, the participant’s service will be deemed to have continued through each vesting date, and the participant’s unvested PSUs will be eligible to vest on the vesting date to the extent the applicable performance goals are achieved. •Death: Upon a termination due to death, for each performance period that is complete as of the date of death, the participant’s service will be deemed to have continued through the applicable vesting date, and the participant’s unvested PSUs will be eligible to vest on the vesting date to the extent the applicable performance goals are achieved, and for each performance period that is not complete as of the date of death, the unvested PSUs attributable to each performance period will accelerate as of the date of death and vest as though a Relative TSR in the 55th percentile had been achieved. •Sale Event: In the event of a Sale Event (as defined in the 2017 Plan) prior to the end of Performance Period 3, then a number of PSUs determined based on the Achievement Factor calculated for each performance period as of a date prior to the Sale Event by the 2017 Plan’s administrator will vest, subject to the PSU holder remaining employed with the company through the effective date of the Sale Event.

  95. Amended and Restated Equity Award Grant Policy

    Amended and Restated Equity Award Grant Policy Our compensation committee has adopted an Equity Award Grant Policy (the “Grant Policy”), which was most recently amended in December 2021. Under this policy, we generally grant equity awards on a regularly-scheduled basis to enhance the effectiveness of our internal control over our equity award grant process. Pursuant to the Grant Policy, our compensation committee has delegated certain limited authority to an equity committee consisting of our CEO, Chief People Officer, CFO and Chief Legal Officer (the “equity committee”), by which any two members of the equity committee may approve the grant of routine new hire, promotion, refresh and certain other equity awards to employees within equity guidelines reviewed and approved from time to time by our compensation committee and subject to other limitations and requirements. The equity committee may not grant equity awards to its members, to employees who are subject to the reporting and other provisions of Section 16 of the Exchange Act or to employees with titles more senior than senior vice president. Grants of equity awards are generally made monthly and will be effective on the date such grant is approved by our compensation committee or equity committee, as applicable.

  96. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceed certain prescribed limits, and that our company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

  97. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our board, including options to purchase shares of our common stock, RSUs, PSUs and other stock awards, based on the “grant date fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient may never realize any value from such awards.

  98. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by and paid to each of our named executive officers in fiscal 2023, 2022 and 2021.

  99. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Todd McKinnon CEO(5) | 2023 | 306,000 | — | — | 98,853 | 7,337 | 412,190 | | | 2022 | 306,000 | 7,412,097 | 23,899,745 | 165,312 | 37,323 | 31,820,477 | | | 2021 | 306,000 | 6,070,523 | 5,551,843 | 202,646 | — | 12,131,012 | | Brett Tighe CFO(6) | 2023 | 480,000 | 18,174,779 | — | 155,103 | 5,738 | 18,815,620 | | | 2022 | 385,031 | 4,824,969 | — | 174,248 | — | 5,384,248 | | Shibu Ninan CAO(7) | 2023 | 175,606 | 1,941,505 | — | 39,608 | 2,280 | 2,158,999 | | Jonathan T. Runyan Former General Counsel(8) | 2023 | 464,660 | 15,145,861 | — | 161,677 | 5,840 | 15,778,038 | | | 2022 | 371,728 | 1,482,584 | 14,339,897 | 154,589 | — | 16,348,798 | | | 2021 | 331,900 | 2,159,103 | 1,943,123 | 169,253 | — | 4,603,379 | | Susan St. Ledger Former President, Worldwide Field Operations(9) | 2023 | 551,250 | 9,087,541 | — | 248,063 | 68,491 | 9,955,345 | | | 2022 | 525,000 | 34,526,428 | — | 436,365 | — | 35,487,793 |

  100. Fiscal 2023 Summary Compensation Table

    (1)Mr. Ninan was not a named executive officer in fiscal 2022 and 2021 and Mr. Tighe and Ms. St. Ledger were not named executive officers in fiscal 2021 so their compensation is not presented for those periods. Mr. Runyan and Ms. St. Ledger retired from the roles of General Counsel and President, Worldwide Field Operations, respectively, after the end of fiscal 2023. Mr. McKinnon serves on our board but is not paid compensation for such service. (2)The amounts reported represent the aggregate grant date fair values of the RSUs granted to our named executive officers in fiscal 2023, 2022 and 2021 and the PSUs granted to our named executive officers in fiscal 2023, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair values of the RSUs are set forth in the notes to our consolidated financial statements included in our 2023 Annual Report. The grant date fair values of the PSUs were calculated based on the application of a Monte Carlo simulation model to determine the probable outcomes of the market-based performance conditions. These amounts do not necessarily correspond to the actual value recognized by our named executive officers. The Monte Carlo valuation method simulates a range of possible future stock prices for our company and the Index using certain inputs. Such inputs for the PSUs granted in fiscal 2023 consisted of the following:

  101. Fiscal 2023 Summary Compensation Table

    | Year of Grant | Expected Term(a) | Stock Price Volatility(b) | | Risk-Free Interest Rate(c) | | | | Company | Index | | | 2022 | 2.86 years | 49.18% | 72.31% | 2.34% |

  102. Fiscal 2023 Summary Compensation Table

    (a) Based on the time period from the grant date to the end of the longest performance period (the “simulation term”). (b) Based on historical stock price volatility over the 2.86 years prior to the date of grant. (c) Derived from the continuously compounded yield on zero-coupon U.S. Treasury STRIPS as of the grant date for a period equivalent to the simulation term. The vesting conditions and other terms of the PSU awards are discussed in more detail in the “Compensation Discussion and Analysis" above and the “Fiscal 2023 Grants of Plan-Based Awards Table” and “Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table” below. (3)The amounts reported represent the aggregate grant date fair values of the stock options granted to our named executive officers in fiscal 2022 and 2021, calculated in accordance with ASC Topic 718. No stock options were granted to our named executive officers in fiscal 2023. The assumptions used in calculating the grant date fair value are set forth in the notes to our consolidated financial statements included in our 2023 Annual Report. These amounts do not necessarily correspond to the actual values recognized by the named executive officers. (4)The amounts reported represent the aggregate annual performance-based cash incentives earned in fiscal 2023, 2022 and 2021, based upon the achievement of certain company metrics. For fiscal 2023, the amount reported for Ms. St. Ledger was paid in cash pursuant to her transition agreement as described above in “Compensation Discussion and Analysis–Post-Employment Compensation Arrangements–Ms. St. Ledger's Transition Agreement.” Otherwise, for fiscal 2023, 2022 and 2021, the amounts reported represent the ASC Topic 718 grant date fair values of fully-vested RSUs issued in lieu of the cash incentive payable. In fiscal 2023, the RSUs were granted on March 15, 2023 in the following numbers: Mr. McKinnon: 1,188 RSUs; Mr. Tighe: 1,864 RSUs; Mr. Ninan: 476 RSUs; and Mr. Runyan: 1,943 RSUs. The number of RSUs granted to the applicable named executive officer in satisfaction of the amount payable under the Bonus Plan was determined by dividing the earned cash incentive payable (expressed as a dollar value) by the trailing average closing price of our common stock on the Nasdaq during the month prior to the date of grant, consistent with our Grant Policy. As a result, the RSU ASC Topic 718 grant date fair values differ from the dollar values of the earned cash incentive payable. The fiscal 2023 cash achievement for each named executive officer is described above in “Compensation Discussion and Analysis–Elements of Our Executive Compensation Program–Annual Performance-Based Incentive Compensation–Performance in Fiscal 2023 and Payouts.”

  103. Fiscal 2023 Summary Compensation Table

    | 50 | 2023 Proxy Statement | Okta, Inc. |

  104. Fiscal 2023 Summary Compensation Table

    (5)Mr. McKinnon's fiscal 2023 "All Other Compensation" includes (a) $5,417 for 401(k) matching contributions by the company, (b) $1,242 for term life insurance premium payments by the company and (c) $678 for a tax gross-up related to the incremental cost of travel and attendance by Mr. McKinnon's spouse at a company-sponsored event. (6)Mr. Tighe's fiscal 2023 "All Other Compensation" includes (a) $5,175 for 401(k) matching contributions by the company and (b) $563 for term life insurance premium payments by the company. (7)Mr. Ninan's fiscal 2023 stock awards include an initial RSU award in connection with his appointment as our CAO in August 2022 as described above in “Compensation Discussion and Analysis–Elements of Our Executive Compensation Program–Long-Term Incentive Compensation–Mr. Ninan’s New Hire Equity Award.” Mr. Ninan's fiscal 2023 "All Other Compensation" includes (a) $1,875 for 401(k) matching contributions by the company and (b) $405 for term life insurance premium payments by the company. (8)Mr. Runyan's fiscal 2023 "All Other Compensation" includes (a) $1,250 for 401(k) matching contributions by the company, (b) $810 for term life insurance premium payments by the company and (c) $3,780 for a tax gross-up related to the incremental cost of travel and attendance by Mr. Runyan's spouse at a company-sponsored event. (9)Ms. St. Ledger's fiscal 2023 "All Other Compensation" includes (a) $2,917 for 401(k) matching contributions by the company, (b) $2,322 for term life insurance premium payments by the company, (c) $3,844 for the incremental cost of travel and attendance by Ms. St. Ledger's guest at a company-sponsored event and $3,780 for the related tax gross-up and (d) $55,628 for costs related to personal security.

  105. Fiscal 2023 Summary Compensation Table

    | Okta, Inc. | 2023 Proxy Statement | 51 |

  106. Fiscal 2023 Grants of Plan-Based Awards Table

    Fiscal 2023 Grants of Plan-Based Awards Table The following table sets forth certain information with respect to all plan-based awards granted to our named executive officers during fiscal 2023.

  107. Fiscal 2023 Grants of Plan-Based Awards Table

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Todd McKinnon | FY22 Bonus RSU(5) | 3/15/2022 | — | — | — | — | — | — | 1,110 | 165,312 | | | Annual Cash | — | 29,835 | 198,900 | 298,350 | — | — | — | — | — | | Brett Tighe | FY22 Bonus RSU(5) | 3/15/2022 | — | — | — | — | — | — | 1,170 | 174,248 | | | Annual Cash | — | 46,800 | 312,000 | 468,000 | — | — | — | — | — | | | Annual RSU(6) | 3/22/2022 | — | — | — | — | — | — | 73,282 | 12,196,323 | | | Annual PSU | 3/22/2022 | — | — | — | 4,071 | 24,428 | 48,856 | — | 5,978,456 | | Shibu Ninan | Annual Cash | — | 11,947 | 79,644 | 119,466 | — | — | — | — | — | | | Initial RSU(7) | 9/22/2022 | — | — | — | — | — | — | 35,134 | 1,941,505 | | Jonathan T. Runyan | FY22 Bonus RSU(5) | 3/15/2022 | — | — | — | — | — | — | 1,038 | 154,589 | | | Annual Cash | — | 48,789 | 325,262 | 487,893 | — | — | — | — | — | | | Annual RSU(6) | 3/22/2022 | — | — | — | — | — | — | 61,069 | 10,163,714 | | | Annual PSU | 3/22/2022 | — | — | — | 3,393 | 20,357 | 40,714 | — | 4,982,147 | | Susan St. Ledger | FY22 Bonus RSU(5) | 3/15/2022 | — | — | — | — | — | — | 2,930 | 436,365 | | | Annual Cash | — | 82,688 | 551,250 | 826,875 | — | — | — | — | — | | | Annual RSU(6) | 3/22/2022 | — | — | — | — | — | — | 36,641 | 6,098,162 | | | Annual PSU | 3/22/2022 | — | — | — | 2,036 | 12,214 | 24,428 | — | 2,989,379 |

  108. Fiscal 2023 Grants of Plan-Based Awards Table

    (1)This column sets forth the fiscal 2023 target bonus amount for each of our named executive officers under our Bonus Plan. “Threshold” refers to the minimum amount payable for a certain level of performance; “Target” refers to the amount payable if specified performance targets are reached; and “Maximum” refers to the maximum payout possible. Target bonuses were set as a percentage of each named executive officer’s base salary earned for fiscal 2023 as follows: 65% for each of Messrs. McKinnon and Tighe, 45% for Mr. Ninan, 70% for Mr. Runyan and 100% for Ms. St. Ledger. The threshold, target and maximum amounts shown for Mr. Ninan are pro-rated to reflect his August 2022 hire date. The dollar values of the actual bonus awards earned by the named executive officers are set forth in the “Fiscal 2023 Summary Compensation Table” above. Pursuant to the Bonus Plan, the actual bonus awards for Messrs. McKinnon, Tighe, Ninan and Runyan were paid out in fully-vested RSUs, instead of cash. The bonus award for Ms. St. Ledger was paid in cash pursuant to her transition agreement as described in “Compensation Discussion and Analysis–Post-Employment Compensation Arrangements–Ms. St. Ledger's Transition Agreement” above. The amounts set forth in this column do not represent either additional or actual compensation earned by the named executive officers for fiscal 2023. For a description of the Bonus Plan, see “Compensation Discussion and Analysis–Annual Performance-Based Incentives” above. (2)Annual PSUs represent shares of Class A common stock subject to the PSU awards granted to each of Messrs. Tighe and Runyan and Ms. St. Ledger in fiscal 2023. These columns show the awards that were possible at the threshold, target and maximum levels of performance. PSUs were to be earned based upon our TSR relative to the TSR of the Index during three performance periods, as described in "Compensation Discussion and Analysis–Long-Term Incentive Compensation–PSU Awards" above. Ultimately, PSUs could be earned from 0% (if threshold levels of performance were not achieved) to a maximum of 200% of target. PSUs are subject to potential vesting acceleration as described in “Compensation Discussion and Analysis–Post-Employment Compensation Arrangements” above and “Potential Payments upon Termination or Change in Control” below. (3)Annual RSUs were granted under the 2017 Plan. RSUs are subject to potential vesting acceleration as described in “Compensation Discussion and Analysis–Post-Employment Compensation Arrangements” above and “Potential Payments upon Termination or Change in Control” below. (4)The amounts reported represent the aggregate grant date fair values of equity awards granted to our named executive officers in fiscal 2023, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair values of (a) RSUs are set forth in the notes to our consolidated financial statements included in our 2023 Annual Report and (b) PSUs are set forth in footnote 2 of the “Fiscal 2023 Summary Compensation Table” above. These amounts do not necessarily correspond to the actual values recognized by our named executive officers. (5)FY22 Bonus RSUs represent annual performance-based cash incentives earned in fiscal 2022 pursuant to the Bonus Plan but paid in the form of fully-vested RSUs granted on March 15, 2022 (fiscal 2023) in amounts as determined in accordance with our Grant Policy. These amounts are reported above as fiscal 2022 compensation in the “Non-Equity Incentive Plan Compensation” column of the “Fiscal 2023 Summary Compensation Table” above. (6)These annual RSU awards vested as to 6.25% of the shares of Class A common stock underlying the RSU award on June 15, 2022, and vest as to the remainder of the shares in 15 equal quarterly installments thereafter, in each case, subject to continuous service. (7)Mr. Ninan's initial RSU award vests as to 25% of the shares of Class A common stock underlying the RSU award on September 15, 2023, and vests as to the remainder of the shares in 12 equal quarterly installments thereafter, in each case, subject to continuous service.

  109. Fiscal 2023 Grants of Plan-Based Awards Table

    | 52 | 2023 Proxy Statement | Okta, Inc. |

  110. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding outstanding equity awards held by our named executive officers as of January 31, 2023.

  111. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | | Option Awards(1)(2) | | | | Stock Awards(2) | | | | | | | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Name | Grant Date | | Exercisable (#) | Unexercisable (#) | | | | | | | | Todd McKinnon | 8/28/2015(4) | 8/1/2015 | 181,053 | — | 7.17 | 8/27/2025 | — | — | — | — | | | 7/30/2016(4) | 7/29/2016 | 1,794,803 | — | 8.97 | 7/29/2026 | — | — | — | — | | | 3/22/2018(4) | 2/1/2018 | 5,438 | — | 39.21 | 3/21/2028 | — | — | — | — | | | 3/25/2019(5) | 2/1/2019 | 29,947 | 2,304 | 82.16 | 3/24/2029 | — | — | — | — | | | 3/25/2019(6) | 3/15/2019 | — | — | — | — | 3,181 | 234,153 | — | — | | | 4/15/2020(5) | 2/1/2020 | 24,186 | 24,186 | 142.47 | 4/14/2030 | — | — | — | — | | | 4/15/2020(6) | 3/15/2020 | — | — | — | — | 13,213 | 972,609 | — | — | | | 4/22/2021(5) | 2/1/2021 | 30,506 | 33,161 | 274.96 | 4/21/2031 | — | — | — | — | | | 4/22/2021(6) | 3/15/2021 | — | — | — | — | 15,163 | 1,116,148 | — | — | | | 4/22/2021(5) | 2/1/2021 | 61,013 | 66,321 | 274.96 | 4/21/2031 | — | — | — | — | | Brett Tighe | 6/15/2019(6) | 6/15/2019 | — | — | — | — | 933 | 68,678 | — | — | | | 6/16/2020(7) | 6/15/2020 | — | — | — | — | 1,811 | 133,308 | — | — | | | 12/17/2020(7) | 12/15/2020 | — | — | — | — | 3,320 | 244,385 | — | — | | | 3/26/2021(7) | 3/15/2021 | — | — | — | — | 1,820 | 133,970 | — | — | | | 3/22/2022(7) | 3/15/2022 | — | — | — | — | 59,542 | 4,382,887 | — | — | | | 3/22/2022(8) | 2/1/2022 | — | — | — | — | — | — | 12,214 | 899,073 | | Shibu Ninan | 9/22/2022(6) | 9/15/2022 | — | — | — | — | 35,134 | 2,586,214 | — | — | | Jonathan T. Runyan | 7/30/2016(4) | 7/29/2016 | 134,900 | — | 8.97 | 7/29/2026 | — | — | — | — | | | 3/22/2018(4) | 2/1/2018 | 52,000 | — | 39.21 | 3/21/2028 | — | — | — | — | | | 3/25/2019(5) | 2/1/2019 | 31,842 | 678 | 82.16 | 3/24/2029 | — | — | — | — | | | 3/25/2019(6) | 3/15/2019 | — | — | — | — | 936 | 68,899 | — | — | | | 4/15/2020(5) | 2/1/2020 | 22,789 | 8,466 | 142.47 | 4/14/2030 | — | — | — | — | | | 4/15/2020(6) | 3/15/2020 | — | — | — | — | 4,624 | 340,373 | — | — | | | 4/22/2021(5) | 2/1/2021 | 6,101 | 6,633 | 274.96 | 4/21/2031 | — | — | — | — | | | 4/22/2021(6) | 3/15/2021 | — | — | — | — | 3,033 | 223,259 | — | — | | | 4/22/2021(5) | 2/1/2021 | 48,810 | 53,057 | 274.96 | 4/21/2031 | — | — | — | — | | | 3/22/2022(7) | 3/15/2022 | — | — | — | — | 49,619 | 3,652,455 | — | — | | | 3/22/2022(8) | 2/1/2022 | — | — | — | — | — | — | 10,179 | 749,276 | | Susan St. Ledger | 3/15/2021(9) | 3/15/2021 | — | — | — | — | 24,261 | 1,785,852 | — | — | | | 3/22/2022(7) | 3/15/2022 | — | — | — | — | 29,771 | 2,191,443 | — | — | | | 3/22/2022(8) | 2/1/2022 | — | — | — | — | — | — | 6,107 | 449,536 |

  112. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (1)Stock options granted prior to 2017 were granted pursuant to our 2009 Stock Plan (the “2009 Plan”) and stock options granted after 2017 were granted pursuant to our 2017 Plan.

  113. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Okta, Inc. | 2023 Proxy Statement | 53 |

  114. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (2)Upon (i) a termination of employment by us other than for cause (as defined in the Executive Severance Plan) or disability or (ii) a resignation for good reason (as defined in the Executive Severance Plan), in each case within the change-in-control period (as defined in the Executive Severance Plan) (such termination of employment or resignation, a “termination without cause or with good reason in connection with a change in control”), or (iii) the death of the employee, the vesting of the shares subject to options or RSUs will fully accelerate and will become vested in full upon such termination date. PSUs are subject to potential vesting acceleration as described in “Compensation Discussion and Analysis–Post-Employment Compensation Arrangements” above and “Potential Payments upon Termination or Change in Control” below. (3)These columns represent the market value of the shares underlying the RSUs or PSUs as of January 31, 2023, based on the closing price of our Class A common stock, as reported on Nasdaq, of $73.61 per share on January 31, 2023. (4)The stock options are fully vested and exercisable. (5)25% of the shares underlying the options vested upon completion of one year of service measured from the vesting commencement date, and the balance of the shares vest in 36 successive equal monthly installments, subject to continuous service. (6)25% of the shares underlying the award vest upon completion of one year of service measured from the vesting commencement date, and the balance of the shares vest in 12 successive equal quarterly installments, subject to continuous service. (7)6.25% of the shares underlying the award vested on the quarterly vesting date (March 15, June 15, September 15 or December 15) following the vesting commencement date, and the balance of the shares vest in 15 successive equal quarterly installments, subject to continuous service. (8)Represents PSUs reported based on threshold levels of achievement. PSUs are earned based upon our TSR relative to the TSR of the Index during three performance periods, as described in "Compensation Discussion and Analysis—Long-Term Incentive Compensation—PSU Awards" above. While reflected in the table based on threshold performance, no PSUs were earned for the fiscal 2023 performance period. PSUs are subject to potential vesting acceleration as described in “Compensation Discussion and Analysis—Post-Employment Compensation Arrangements” above and “Potential Payments upon Termination or Change in Control” below. (9)25% of the shares underlying the award vested upon completion of one year of service measured from the vesting commencement date, and the balance of the shares vest in 12 successive equal quarterly installments, subject to continuous service. The shares underlying the award will accelerate and become fully vested upon death or disability pursuant to Ms. St. Ledger’s offer letter.

  115. Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 54 | 2023 Proxy Statement | Okta, Inc. |

  116. Fiscal 2023 Option Exercises and Stock Vested Table

    Fiscal 2023 Option Exercises and Stock Vested Table The following table presents, for each of our named executive officers, the shares of our common stock that were acquired upon the exercise of stock options and the vesting of RSUs and the related value realized upon such exercise or vesting during fiscal 2023.

  117. Fiscal 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Todd McKinnon | 347,915 | 18,574,889 | 39,726 | 4,187,018 | | Brett Tighe | 69,046 | 3,724,608 | 30,680 | 2,872,578 | | Shibu Ninan | — | — | — | — | | Jonathan T. Runyan | 100 | 10,944 | 23,694 | 2,143,425 | | Susan St. Ledger | — | — | 82,582 | 6,492,962 |

  118. Fiscal 2023 Option Exercises and Stock Vested Table

    (1)The value realized on exercise is based on the difference between the closing price of our Class A common stock on the date of exercise and the applicable exercise price of those options, and does not represent actual amounts received by our named executive officers as a result of the option exercises. (2)The value realized on vesting is determined by multiplying the number of vested RSUs by the closing price of our Class A common stock on the vesting date.

  119. Pension Benefits

    Pension Benefits Aside from our 401(k) plan, which is described above, we do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

  120. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans or arrangements under which our named executive officers are entitled to participate.

  121. Nonqualified Deferred Compensation

    | Okta, Inc. | 2023 Proxy Statement | 55 |

  122. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  123. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by SEC rules, we are providing the following information about the relationship between the annual total compensation of our CEO and the annual total compensation of our median compensated employee for fiscal 2023 (our “CEO pay ratio”). •The median of the annual total compensation of all employees of our company (other than our CEO) was $233,825 •The annual total compensation of our CEO was $412,190 •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 2 to 1 This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. In evaluating this information, it should be noted that the ratio is lower than in prior fiscal years because our CEO, at his request, did not receive an annual equity award in fiscal 2023. Since it has been three years since we last identified our previous median employee, we conducted a new analysis to identify our median employee for fiscal 2023 as follows: Initially, we examined the compensation of all our full-time employees (other than our CEO) as of January 31, 2023, the last day of fiscal 2023. Our employee population consisted of individuals (other than our CEO) working at our parent company and consolidated subsidiaries both within and outside the United States. We did not include any contractors or other non-employee workers in our employee population. Aside from four interns, we did not have any temporary or seasonal employees as of January 31, 2023. We used a consistently applied compensation measure consisting of annual base salary, target annual bonus or commission, and the grant date fair value of equity awards for the 12-month period from February 1, 2022 through January 31, 2023 to identify our median employee. For simplicity and consistency across our organization, we used annual base salary rate. Equity awards granted during the year were included using the same methodology we use for reporting the grant date fair value of the equity awards granted to our named executive officers and reported in our Summary Compensation Table. Payments not made in U.S. dollars were converted to U.S. dollars using a currency exchange rate as of January 31, 2023. We did not make any cost-of-living adjustment. Using this approach, we identified the individual at the median of our employee population who was the best representative of our employee population. The individual was a full-time employee based in the United States. We calculated this employee’s fiscal 2023 annual total compensation using the same methodology that we use for determining the annual total compensation of our named executive officers as reported in the “Fiscal 2023 Summary Compensation Table” above. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the “Fiscal 2023 Summary Compensation Table” above. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.

  124. CEO Pay Ratio Disclosure

    | Okta, Inc. | 2023 Proxy Statement | 59 |

  125. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with SEC rules, the following table sets forth additional information concerning the compensation of our CEO (our “PEO”) and our other named executive officers (our “Non-PEO NEOs” and together with our PEO, our “NEOs”) for each of fiscal years 2021, 2022 and 2023, and our financial and TSR performance for each such fiscal year. The amounts below shown for compensation actually paid do not represent the aggregate value of cash and shares of common stock received by our NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the value of unvested equity awards. As a result of the calculation methodology required by the SEC, compensation actually paid amounts below differ from compensation actually earned, realized or received by the individuals.

  126. Pay Versus Performance Table

    | Pay Versus Performance | | | | | | | | | | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid for PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid for Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income | Company-Selected Measure: Revenue (8) | | | | | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | | | | 2023 | $412,190 | -$21,077,609 | $11,677,001 | -$425,392 | $57 | $146 | -$815,000,000 | $1,858,000,000 | | 2022 | $31,820,477 | $7,266,404 | $15,547,789 | $6,358,859 | $155 | $173 | -$848,000,000 | $1,300,000,000 | | 2021 | $12,131,012 | $188,220,074 | $5,622,552 | $54,801,184 | $202 | $137 | -$266,000,000 | $835,000,000 |

  127. Pay Versus Performance Table

    (1)The PEOs and Non-PEO NEOs included in the above columns reflect the following:

  128. Pay Versus Performance Table

    | Fiscal Year | PEO (CEO) | Non-PEO NEOs | | 2023 | Todd McKinnon | Jonathan Runyan, Brett Tighe, Susan St. Ledger, Shibu Ninan | | 2022 | Todd McKinnon | William Losch, Frederic Kerrest, Jonathan Runyan, Brett Tighe, Susan St. Ledger, Michael Kourey | | 2021 | Todd McKinnon | William Losch, Frederic Kerrest, Charles Race, Jonathan Runyan |

  129. Pay Versus Performance Table

    (2)Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for the indicated fiscal year for our PEO. (3)Amounts reported in this column represent the compensation actually paid to our PEO, based on his total compensation reported in the Summary Compensation Table for each of the indicated fiscal years and adjusted as shown in the table below:

  130. Pay Versus Performance Table

    | PEO | | | | | | | | 2021 | 2022 | 2023 | | | Summary Compensation Table - Total Compensation(a) | $12,131,012 | $31,820,477 | $412,190 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $11,851,866 | $31,311,842 | $0 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $24,600,742 | $18,370,703 | $0 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $74,645,323 | -$6,877,916 | -$12,500,749 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $378,989 | $0 | $0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $88,315,874 | -$4,735,019 | -$8,989,050 | | — | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $0 | $0 | $0 | | = | Compensation Actually Paid | $188,220,074 | $7,266,404 | -$21,077,609 |

  131. Pay Versus Performance Table

    a.Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. b.Represents the aggregate grant date fair value of the stock awards and option awards granted to our PEO during the indicated fiscal year, computed in accordance with ASC Topic 718. •In fiscal 2021, our NEOs were given the option to elect to receive all or a portion of their salary in the form of RSUs that would vest quarterly over a 12-month period. Mr. McKinnon elected to receive $276,534 in RSUs in lieu of base salary. This value has been added to the sum of the amount reported in the stock awards and option awards column for fiscal 2021 (as has been the premium payable in RSUs for electing to receive equity in lieu of cash). Since this value (plus the premium) represented compensation that fluctuated in value as it vested, the entire amount has been included in calculating compensation actually paid.

  132. Pay Versus Performance Table

    | 60 | 2023 Proxy Statement | Okta, Inc. |

  133. Pay Versus Performance Table

    c.Represents the aggregate fair value as of the indicated fiscal year-end of our PEO's outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC Topic 718. d.Represents the aggregate change in fair value (from the prior fiscal year-end) during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by our PEO as of the last day of the indicated fiscal year, computed in accordance with ASC Topic 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the indicated fiscal year. e.Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to our PEO and vested during the indicated fiscal year, computed in accordance with ASC Topic 718. f.Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by our PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with ASC Topic 718. g.Represents the aggregate fair value as of the last day of the prior fiscal year of our PEO's stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC Topic 718. (4)Amounts reported in this column represent the average of the total compensation reported in the Summary Compensation Table for the indicated fiscal year for our Non-PEO NEOs. Please see footnote (1) for our NEOs included in the average for each indicated fiscal year. (5)Amounts reported in this column represent the average compensation actually paid to our Non-PEO NEOs in the indicated fiscal year, based on the average total compensation for our Non-PEO NEOs reported in the Summary Compensation Table for each of the indicated fiscal years and adjusted as shown in the table below:

  134. Pay Versus Performance Table

    | Non-PEO NEO Average | | | | | | | | 2021 | 2022 | 2023 | | | Summary Compensation Table - Total Compensation(a) | $5,622,552 | $15,547,789 | $11,677,001 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $5,233,926 | $14,950,405 | $11,087,422 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $10,801,563 | $6,586,929 | $4,189,535 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $23,140,229 | -$1,740,914 | -$2,399,986 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $323,664 | $2,647,596 | $578,225 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $20,147,101 | -$940,687 | -$3,382,745 | | — | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $0 | $791,448 | $0 | | = | Compensation Actually Paid | $54,801,184 | $6,358,859 | -$425,392 |

  135. Pay Versus Performance Table

    a.Represents the average Total Compensation as reported in the Summary Compensation Table for the reported Non-PEO NEOs in the indicated fiscal year. b.Represents the average aggregate grant date fair value of the stock awards and option awards granted to our Non-PEO NEOs during the indicated fiscal year, computed in accordance with ASC Topic 718. •In fiscal 2021, our NEOs were given the option to elect to receive all or a portion of their salary in the form of RSUs that would vest quarterly over a 12-month period. On average, our Non-PEO NEOs elected to receive $314,503 in RSUs in lieu of base salary. This value has been added to the sum of the amount reported in the stock awards and option awards column for fiscal 2021 (as has been the premium payable in RSUs for electing to receive equity in lieu of cash). Since this value (plus the premium) represented compensation that fluctuated in value as it vested, the entire amount has been included in calculating compensation actually paid. c.Represents the average aggregate fair value as of the indicated fiscal year-end of our Non-PEO NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC Topic 718. d.Represents the average aggregate change in fair value (from the prior fiscal year-end) during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by our Non-PEO NEOs as of the last day of the indicated fiscal year, computed in accordance with ASC Topic 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the indicated fiscal year. e.Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to our Non-PEO NEOs and vested during the indicated fiscal year, computed in accordance with ASC Topic 718. f.Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by our Non-PEO NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with ASC Topic 718. g.Represents the average aggregate fair value as of the last day of the prior fiscal year of our Non-PEO NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC Topic 718. (6)Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on January 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (7)The TSR Peer Group consists of the S&P 500 Information Technology Index, an independently prepared index. (8)We have selected revenue as the Company-Selected Measure because it is a core driver of our performance and stockholder value creation and, accordingly, was utilized in the Bonus Plan.

  136. Pay Versus Performance Table

    | Okta, Inc. | 2023 Proxy Statement | 61 |