DEF 14A of Okta, Inc., May 9, 2024

DEF 14A of Okta, Inc.

Filed May 9, 2024 · FY20240001660134-24-000069

Open on EDGAR

  1. Directors

    Directors The following table sets forth information regarding our directors as of May 9, 2024.

  2. Directors

    | Name | Age | Director Since | Principal Occupation | Class | Audit Committee | Compensation Committee | Nominating Committee | Cybersecurity Risk Committee | | Current and Former Employee Directors | | | | | | | | | | Todd McKinnon, Chairperson | 52 | 2009 | Chief Executive Officer | I | | | | | | J. Frederic Kerrest,(1) Vice Chairperson | 47 | 2009 | Former Chief Operating Officer | II | | | | | | Independent Directors | | | | | | | | | | Shellye Archambeau | 61 | 2018 | Former Chief Executive Officer, MetricStream, Inc. | III | member | | | member | | Emilie Choi | 45 | 2022 | President and Chief Operating Officer, Coinbase Global, Inc. | I | member | | | member | | Robert L. Dixon, Jr. | 68 | 2019 | Former Global Chief Information Officer and Senior Vice President, PepsiCo, Inc. | III | | member | | chair | | Jeff Epstein | 67 | 2021 | Operating Partner, Bessemer Venture Partners | II | chair | | member | | | Benjamin Horowitz, Lead Independent Director(2) | 57 | 2010 | General Partner, Andreessen Horowitz | III | | | | | | Rebecca Saeger | 69 | 2019 | Former Executive Vice President and Chief Marketing Officer, Charles Schwab & Co., Inc. | II | | member | chair | | | Michael Stankey | 65 | 2016 | Former Vice Chairman, Workday, Inc. | I | | chair | member | |

  3. Directors

    (1) Mr. Kerrest was on a sabbatical from Okta from November 1, 2022 to October 31, 2023. During this time he remained an at-will employee and continued to serve on our board as Vice Chairperson and a director, but did not fulfill any regular duties as an employee or an officer. Prior to the end of his sabbatical, Mr. Kerrest announced that he would not return as an employee and, effective October 31, 2023, stepped down as our Chief Operating Officer (“COO”). He continues to serve on our board as Vice Chairperson and a director. (2) Mr. Horowitz will be our Lead Independent Director up until the Annual Meeting, following which Mr. Epstein will assume the role.

  4. Directors

    | Okta, Inc. | 2024 Proxy Statement | 9 |

  5. 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 May 9, 2024 are highlighted in the following graphics. Information about each individual director and director nominee follows.

  6. Board Diversity Matrix (as of May 9, 2024)

    Board Diversity Matrix (as of May 9, 2024)

  7. Board Diversity Matrix (as of May 9, 2024)

    | Total Number of Directors: 9 | | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | — | — | | 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 | 2 | 5 | — | — | | Two or More Races or Ethnicities | 1 | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  8. Board Diversity Matrix (as of May 9, 2024)

    | 10 | 2024 Proxy Statement | Okta, Inc. |

  9. Director Skills Matrix

    Director Skills Matrix

  10. Director Skills Matrix

    | | | Archambeau | Choi | Dixon | Epstein | Horowitz | Kerrest | McKinnon | Saeger | Stankey | | | Technology or Innovation Professional background or experience in the technology industry serving in engineering, product, or R&D roles, or managing such functions. | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | | Cybersecurity, Information Security or Privacy Leadership or significant experience overseeing and managing risks related to the protection and confidentiality of digital systems or data. | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | | | Global Sales, Markets or Operations Experience driving business success in markets around the world, or directing corporate sales and operations in diverse global environments. | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | | | Senior Leadership Experience serving as an executive officer or other officer responsible for a function or business unit. | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Public Company Boards Tenure on a public company board other than our board, with an understanding of the related obligations and time commitments. | ■ | ■ | ■ | ■ | | | | ■ | ■ | | | Risk Management Executive or board-level leadership experience overseeing, auditing or facilitating the execution of a risk management program. | ■ | | ■ | ■ | | | ■ | | | | | Marketing or Brand Experience leading marketing teams or spearheading efforts to strengthen market share, brand awareness and reputation. | ■ | | ■ | | ■ | ■ | ■ | ■ | ■ | | | Finance or Accounting Professional background or executive or board-level leadership experience in finance, accounting, or internal audit, or knowledge of financial markets and strategic transactions. | ■ | ■ | | ■ | | ■ | | | ■ |

  11. Director Skills Matrix

    | Okta, Inc. | 2024 Proxy Statement | 11 |

  12. Information Concerning Director Nominees

    Information Concerning Director Nominees

  13. Information Concerning Director Nominees

    | | 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 previously 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 Bachelor of Arts in Economics from the Johns Hopkins University and a Masters in Business Administration from the Wharton School at the University of Pennsylvania. 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. | | President and Chief Operating Officer, Coinbase Global, Inc. | | | Age 45 | | | Director Since 2022 | | | | |

  14. Information Concerning Director Nominees

    | | 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 52 | | | Director Since 2009 | | | | |

  15. Information Concerning Director Nominees

    | 12 | 2024 Proxy Statement | Okta, Inc. |

  16. Information Concerning Director Nominees

    | | Michael Stankey | | | Mr. Stankey joined our board in December 2016. Mr. Stankey served as Vice Chairman at Workday, Inc., a financial and human capital management software vendor, from June 2015 to May 2024, as President and Chief Operating Officer from September 2009 to June 2015, and as a member of the board of directors 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 board member of other public companies. | | Former Vice Chairman, Workday, Inc. | | | Age 65 | | | Director Since 2016 | | | | |

  17. Information Concerning Director Nominees

    | Okta, Inc. | 2024 Proxy Statement | 13 |

  18. Information Concerning Continuing Directors

    Information Concerning Continuing Directors

  19. Information Concerning Continuing Directors

    | | 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 directors of Verizon Communications Inc. since 2013 and Roper Technologies, Inc. since 2018. Ms. Archambeau previously served on the boards of directors 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 of directors. | | Former Chief Executive Officer, MetricStream, Inc. | | | Age 61 | | | Director Since 2018 | | | | |

  20. Information Concerning Continuing Directors

    | | 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 directors 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 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 68 | | | Director Since 2019 | | | | |

  21. Information Concerning Continuing Directors

    | 14 | 2024 Proxy Statement | Okta, Inc. |

  22. 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 2021. 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 67 | | | Director Since 2021 | | | | |

  23. Information Concerning Continuing Directors

    | | 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 57 | | | Director Since 2010 | | | | |

  24. Information Concerning Continuing Directors

    | Okta, Inc. | 2024 Proxy Statement | 15 |

  25. Information Concerning Continuing Directors

    | | J. Frederic Kerrest | | | Mr. Kerrest co-founded Okta and has served as a member of our board since July 2009. Mr. Kerrest was appointed Executive Vice Chairperson of our board in March 2019 and, since November 2023, has served as Vice Chairperson. From 2009 to November 2023, Mr. Kerrest served as our COO. 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 co-founder and former COO. | | Vice Chairperson and Former Chief Operating Officer, Okta | | | Age 47 | | | Director Since 2009 | | | | |

  26. 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 of directors. | | Former Executive Vice President and Chief Marketing Officer, Charles Schwab & Co., Inc. | | | Age 69 | | | Director Since 2019 | | | | |

  27. Information Concerning Continuing Directors

    | 16 | 2024 Proxy Statement | Okta, Inc. |

  28. Information Concerning Continuing Directors

    Our business and affairs are managed under the direction of our board, the members of which are 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 in order to manage Okta for the long-term benefit of our stockholders. Our governance framework includes a variety of policies, procedures and practices to promote such goal, as well as facilitate our board’s effective oversight of our business and corporate strategy independent of management. 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 status of each director and each member of our board 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 each of our board committees, including the audit committee of the board (the “audit committee”), the compensation committee of the board (the “compensation committee”), the nominating committee, and the cybersecurity risk committee of our board (the “cybersecurity risk committee”); •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 •maintain 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.

  29. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board has delegated to our nominating committee the responsibilities 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.

  30. 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. Our 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, our compensation committee reviews our non-employee director compensation program, receiving input from our 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 compensation peer group. In spring 2024, our compensation committee reviewed our non-employee director compensation program to determine whether to recommend any compensation changes to our board. The review included a market assessment prepared by the independent compensation consultant comparing director compensation levels and practices against our compensation peer group and the broader market. Based on that review, our compensation committee recommended to our board, and our board approved, adjustments to our non-employee director compensation for the first time since our IPO in 2017. These changes were made to more closely align existing pay elements with the competitive market. Other than the change to the initial RSU grant, which became effective in April 2024, these changes will be effective as of the Annual Meeting, as set forth below. 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 $530,000 ($350,000 prior to the April 2024 compensation change) 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:

  31. Non-Employee Director Compensation

    | Position | Current Annual Cash Retainer ($) | Updated Annual Cash Retainer ($) | | Board Member | 30,000 | 35,000 | | Lead Independent Director | 20,000 | No change | | Audit Committee Chair | 20,000 | 26,000 | | Compensation Committee Chair | 15,000 | 20,000 | | Nominating Committee Chair | 8,000 | 12,000 | | Cybersecurity Risk Committee Chair | — | 18,000 | | Audit Committee Member other than Chair | 10,000 | 13,000 | | Compensation Committee Member other than Chair | 7,500 | 10,000 | | Nominating Committee Member other than Chair | 4,000 | 6,000 | | Cybersecurity Risk Committee Member other than Chair | — | 9,000 |

  32. 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 $245,000 ($200,000 prior to the April 2024 compensation change) 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 2024. Mr. McKinnon, who is also an Okta employee, received no compensation for his service as a director. The compensation received by Mr. McKinnon as CEO is presented in the “Fiscal 2024 Summary Compensation Table” below. From November 1, 2022 to October 31, 2023, Mr. Kerrest was on a sabbatical from the company. During this time, he remained an at-will employee of the company and continued to serve as a director and Vice Chairperson of our board, but did not fulfill any of his regular duties as an employee or officer. Other than health care benefits, Mr. Kerrest did not receive compensation from the company

  33. Non-Employee Director Compensation

    | Okta, Inc. | 2024 Proxy Statement | 29 |

  34. Non-Employee Director Compensation

    during his sabbatical. Mr. Kerrest ceased to be COO and an employee of the company effective October 31, 2023, but continues to serve as a director and as Vice Chairperson of our board. Mr. Kerrest did not receive cash compensation in connection with his service as a director during his tenure as an employee of the company. Pursuant to the terms of his transition agreement with the company, Mr. Kerrest will not receive any cash compensation under our non-employee director compensation program until the date of the Annual Meeting. In lieu of receiving an initial RSU grant as a non-employee director, Mr. Kerrest agreed to forfeit 76,549 stock options that were out of the money, and his outstanding RSUs and 5,963 stock options continued to vest in accordance with their original terms. On the date of the Annual Meeting, and subject to his continuous service, Mr. Kerrest will receive the annual cash and equity retainers for which all non-employee directors are eligible under the amended non-employee director compensation policy, as described above. 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 2024.

  35. Fiscal 2024 Director Compensation Table

    Fiscal 2024 Director Compensation Table

  36. Fiscal 2024 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Shellye Archambeau | 40,000 | 200,050 | 240,050 | | Emilie Choi | 36,087 | 200,050 | 236,137 | | Robert L. Dixon, Jr. | 37,500 | 200,050 | 237,550 | | Jeff Epstein | 54,000 | 200,050 | 254,050 | | Patrick Grady(3) | 15,761 | — | 15,761 | | Benjamin Horowitz | 50,000 | 200,050 | 250,050 | | J. Frederic Kerrest(4) | — | 1,929,805 | 1,929,805 | | Rebecca Saeger | 45,500 | 200,050 | 245,550 | | Michael Stankey | 49,000 | 200,050 | 249,050 |

  37. Fiscal 2024 Director Compensation Table

    (1)The amounts reported represent the aggregate grant date fair values of the RSUs granted during fiscal 2024 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 2024 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, 2024, our non-employee directors held the options and stock awards as set forth in the following table:

  38. Fiscal 2024 Director Compensation Table

    | Name | Shares of Class A Common Stock Underlying Options | Shares of Class B Common Stock Underlying Options | RSUs Covering Class A Common Stock | | Shellye Archambeau | — | — | 2,818 | | Emilie Choi | — | — | 5,244 | | Robert L. Dixon, Jr. | — | — | 2,818 | | Jeff Epstein | — | — | 3,296 | | Benjamin Horowitz | — | — | 2,818 | | J. Frederic Kerrest | 267,010 | 1,237,512 | 18,889 | | Rebecca Saeger | — | — | 2,818 | | Michael Stankey | — | 190,000 | 2,818 |

  39. Fiscal 2024 Director Compensation Table

    (3)Mr. Grady served on our board until June 2023. (4)As noted above under “Non-Employee Director Compensation,” in lieu of receiving an initial RSU grant as a non-employee director, Mr. Kerrest agreed to forfeit 76,549 stock options that were out of the money, and his outstanding RSUs and 5,963 stock options continued to vest in accordance with their original terms. The amount for Mr. Kerrest in the Stock Awards column reflects the incremental fair value for Mr. Kerrest’s RSU and option awards that continued to vest in connection with his service as a director, computed in accordance with ASC Topic 718 as of the modification date of August 26, 2023.

  40. Fiscal 2024 Director Compensation Table

    | 30 | 2024 Proxy Statement | Okta, Inc. |

  41. Fiscal 2024 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, 2025. 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 2024 in accordance with the foregoing pre-approval policies and procedures. |

  42. Fiscal 2024 Director Compensation Table

    | Okta, Inc. | 2024 Proxy Statement | 31 |

  43. Fiscal 2024 Director Compensation Table

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

  44. Key Actions of Fiscal 2024 Executive Compensation Program

    Key Actions of Fiscal 2024 Executive Compensation Program Consistent with our performance and compensation objectives for fiscal 2024, our compensation committee took the following key actions relating to the compensation of our NEOs for fiscal 2024: •Base Salary: Maintained the annual base salaries of our CEO and CFO for fiscal 2024 at their fiscal 2023 levels, increasing the annual base salary of Mr. Ninan by 5% to more closely align with peer group compensation levels for similarly-situated executives, while increasing the annual base salaries of Ms. Schwartz by 7% and Mr. Addison by 23% in connection with their promotions to CLO and CRO, respectively. •Short-Term Incentive Compensation: After achieving the performance objectives established under our Senior Executive Incentive Bonus Plan (the “Bonus Plan”) at 117.6%, our compensation committee used negative discretion to reduce the payouts for internal pay equity purposes to 85% to 90% of target to more closely align with the achievement of goals established for our broader employee population. For fiscal 2024, Mr. Addison did not participate in the Bonus Plan but participated in a separate sales commission plan (the “Sales Commission Plan”). Based upon the achievement of company performance, Mr. Addison attained 87% of his target commission-based cash incentive award opportunity. •Long-Term Incentive Compensation: In addition to time-based RSU awards, in response to stockholder feedback, we increased the mix of PSU awards granted to our executive officers. 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 (“TSR”) compared to the Nasdaq Composite Index TSR during three performance periods—a one-year, two-year and three-year performance period—each beginning on February 1, 2023. Based on the company’s relative TSR performance over the one-year and two-year performance periods ending January 31, 2024, tranche one of the fiscal 2024 PSUs and tranche two of the fiscal 2023 PSUs were earned at 100% and 62%, respectively. Tranche one of the fiscal 2024 PSUs would have been earned at 200% of target based on relative TSR but was capped at 100% of target based on the PSU award design.

  45. 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 2023 non-binding advisory Say-on-Pay vote received 95.6% support, which was a 41 point improvement over the prior year and reflected strong stockholder support for our executive compensation program. As in past years, we discussed our compensation programs with significant stockholders in the fall of 2023 (fiscal 2024). We contacted stockholders representing approximately 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 stockholder outreach, we learned that our stockholders largely supported our annual executive compensation program and the alignment between executive officer pay and our company’s performance. We also received positive feedback on the addition of performance-based equity to our executive officer equity portfolio. Based in part on the stockholder feedback we received in these and past outreach discussions, our compensation committee expanded our PSU program in fiscal 2024, increasing the percentage of our overall equity awards granted to executive officers that consist of PSUs. In March 2023, we introduced robust stock ownership guidelines for our executive officers, encouraging even more alignment of the interests of our executive officers and our stockholders. We value the opinions of our stockholders. Our board and our compensation committee consider stockholder feedback, in addition to the outcome of our non-binding advisory Say-on-Pay vote, when making compensation decisions for our executive officers.

  46. 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 makes recommendations to our board regarding the compensation of the non-employee directors 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 our compensation 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 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.

  47. 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 (other than with respect to himself) and other data, including input from its independent compensation consultant, compensation survey data, and the publicly-available compensation data of our compensation peer group. Our compensation committee then draws upon its members’ experience and exercises its independent judgment to determine, for each of our executive officers, the target total direct compensation and each element of compensation. Our compensation committee does not rely on 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, 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, please 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.

  48. 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 himself. These recommendations cover each executive officer’s target total direct compensation, consisting of base salary, short-term incentive compensation opportunity, and long-term incentive compensation in the form of equity awards. In making these compensation recommendations, our CEO considers a variety of factors, including the company’s 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. Our compensation committee reviews the recommendation of our CEO (other than with respect to himself) 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 regularly in executive sessions outside the presence of our CEO when determining his compensation and when discussing other matters.

  49. Role of the Compensation Consultant

    Role of the Compensation Consultant Our compensation committee engages an independent compensation consultant to provide information, analysis and other advice relating to our executive compensation program and the decisions resulting from our compensation committee’s annual executive compensation review. For fiscal 2024, our compensation committee retained Compensia, a nationally recognized compensation consulting firm with expertise relating to technology companies. Compensia provided our compensation committee 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 and provide recommendations regarding the compensation of the non-employee directors 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 Compensia’s belief that it remains an independent compensation consultant to our compensation committee.

  50. 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 2022, with the assistance of Compensia, our compensation committee reviewed the compensation peer group we used as a reference when making compensation decisions for fiscal 2024, 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 $800 million to approximately $4.8 billion (0.5 to 3.0 times our last four fiscal quarters’ revenue of approximately $1.6 billion); and •a market capitalization of approximately $3.8 billion to approximately $61.4 billion (within a range of 0.25 to 4.0 times our 30-day average market capitalization of approximately $15.4 billion in September 2022).

  51. Competitive Positioning

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  52. Competitive Positioning

    Where appropriate, we further refined our peer group by focusing on companies with strong one-year and three-year revenue growth, 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 Zendesk, due to its acquisition, from the compensation peer group, and added Autodesk and Elastic for fiscal 2024, and approved the following compensation peer group to assist with the determination of fiscal 2024 compensation for our NEOs:

  53. Competitive Positioning

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

  54. 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 peer cut of the Radford Global Technology survey (which included 19 of our 22 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 compensation peer group.

  55. Annual Performance-Based Incentive Compensation

    Annual Performance-Based Incentive Compensation We use performance-based incentives to motivate our NEOs 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 payments 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.

  56. Target Annual Incentive Compensation Opportunities

    Target Annual Incentive Compensation Opportunities In March 2023, in connection with its review of our executive compensation program, our compensation committee determined that the target annual incentive compensation opportunity for Ms. Schwartz would be increased to 50% of her annual base salary in connection with her promotion, while the target annual incentive compensation opportunities of our CEO and other NEOs would remain the same as in effect for fiscal 2023. The target annual incentive compensation opportunities of our NEOs for fiscal 2024 as determined in March 2023 were as follows:

  57. Target Annual Incentive Compensation Opportunities for Fiscal 2024

    Target Annual Incentive Compensation Opportunities for Fiscal 2024

  58. Target Annual Incentive Compensation Opportunities for Fiscal 2024

    | NEO | Fiscal 2024 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. Ninan | 399,000 | 45% | 179,550 | | Ms. Schwartz | 450,000 | 50% | 225,000 |

  59. Target Annual Incentive Compensation Opportunities for Fiscal 2024

    Mr. Addison did not participate in the Bonus Plan in fiscal 2024. However, throughout fiscal 2024 and prior to his promotion to CRO and appointment as an executive officer in the fourth quarter of fiscal 2024, Mr. Addison participated in the Sales Commission Plan with a target sales commission opportunity of $268,908.

  60. Corporate Performance Measures

    Corporate Performance Measures To measure performance for purposes of the Bonus Plan, in March 2023 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

  61. Corporate Performance Measures

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  62. Corporate Performance Measures

    •“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 issuance costs, and gains and losses on early extinguishment of debt.

  63. Bonus Plan Funding Methodology

    Bonus Plan Funding Methodology The threshold, target and maximum performance goals for each measure and the percentage of target bonus earned at each performance level for 2024 annual incentive awards were as follows:

  64. Annual Bonus Plan Measures

    Annual Bonus Plan Measures

  65. Annual Bonus Plan Measures

    | | 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 | 2,573.7 | 115% | 150% | 261.9 | 125% | 150% | | Target | 2,238.2 | 100% | 100% | 209.5 | 100% | 100% | | Threshold | 2,014.4 | 90% | 25% | 188.5 | 90% | 50% |

  66. Annual Bonus Plan Measures

    If actual performance for fiscal 2024 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 potential payments 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 executive officers. With respect to the revenue component, for each additional 1% achievement between 90% and 100% of target, the percentage of target bonus earned would increase by 7.5%, and for each additional 1% achievement between 100% and 115% of target, the percentage of target bonus earned would increase by 3.3%, with a maximum bonus payment of 150% of target. With respect to the non-GAAP operating income component, for each additional 1% achievement between 90% and 100% of target, the percentage of target bonus earned would increase by 5%, and for each additional 1% achievement between 100% and 125% of target, the percentage of target bonus earned would increase by 2%, with a maximum bonus payment of 150% of target.

  67. Annual Bonus Plan Measures

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  68. Performance in Fiscal 2024 and Payments

    | NEO | Fiscal 2024 Target Annual Incentive Compensation Opportunity ($) | Fiscal 2024 Actual Annual Incentive Compensation Payment ($) | | Mr. McKinnon | 198,900 | 169,065 | | Mr. Tighe | 312,000 | 265,200 | | Mr. Ninan | 179,550 | 161,596 | | Ms. Schwartz | 225,000 | 191,250 |

  69. 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 2024, long-term equity awards were granted in the form of PSUs and RSUs. 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

  70. Long-Term Incentive Compensation

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  71. Long-Term Incentive Compensation

    less dilutive than other equity vehicles, such as 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.

  72. Annual Equity Awards

    Annual Equity Awards In March 2023, our compensation committee determined to increase the percentage of overall equity awards granted to our executive officers that consisted of PSUs. As a result, the annual equity awards granted to our then-executive officers consisted of a mix, based on the number of underlying shares at target, of service-based RSU awards (50% for the CEO and 67% for other executive officers) and PSU awards (50% for the CEO and 33% for other executive officers). In determining the aggregate value of the equity awards granted to our executive officers in fiscal 2024, our compensation committee considered our performance, market data for each executive officer, the criticality of individual roles, recent promotions, 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 2023, our compensation committee granted the following annual equity awards to our NEOs:

  73. Annual Equity Awards for Fiscal 2024

    Annual Equity Awards for Fiscal 2024

  74. Annual Equity Awards for Fiscal 2024

    | NEO | 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 | 9,500,000 | 126,062 | 9,500,000 | 126,062 | | Mr. Tighe | 2,805,000 | 37,222 | 5,695,000 | 75,571 | | Mr. Ninan | 247,500 | 3,285 | 502,500 | 6,668 | | Ms. Schwartz | 1,980,000 | 26,274 | 4,020,000 | 53,344 | | Mr. Addison(3) | — | — | 3,000,000 | 39,809 |

  75. Annual Equity Awards for Fiscal 2024

    (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 2023, which was $73.36 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 2023, which was $73.36 per share. (3)Mr. Addison’s RSU award was granted to him in connection with his appointment as our interim CRO. Mr. Addison was not an executive officer at the time our compensation committee granted PSU awards in March 2023, and was therefore not eligible for a PSU award.

  76. Annual Equity Awards for Fiscal 2024

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  77. PSU Awards

    PSU Awards The PSU awards granted in fiscal 2024 to our NEOs are to be earned, if at all, based on the performance of our 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, 2023 through January 31, 2024 (“Performance Period 1”), a two-year period from February 1, 2023 through January 31, 2025 (“Performance Period 2”) and a three-year period from February 1, 2023 through January 31, 2026 (“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 NEO, subject to such NEO 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. The following table shows how the Achievement Factor for each performance period will be determined:

  78. PSU Awards

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

  79. PSU Awards

    | Relative TSR for Performance Period 3 | Achievement Factor(1) | | Below the 30th percentile of the Index | 0 | | At the 30th percentile of the Index | 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 Index | 3 less the Prior Achievement Sum | | At or above the 80th percentile of the Index | 6 less the Prior Achievement Sum |

  80. 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.

  81. RSU Awards

    RSU Awards The annual fiscal 2024 RSU awards granted to the NEOs vested as to 6.25% of the award on June 15, 2023, with the remaining units vesting in 15 equal quarterly installments thereafter, subject to the NEO’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.

  82. PSU Achievement for Performance Period 1 of Fiscal 2024 PSUs and Performance Period 2 of Fiscal 2023 PSUs

    PSU Achievement for Performance Period 1 of Fiscal 2024 PSUs and Performance Period 2 of Fiscal 2023 PSUs In March 2024, our compensation committee determined that, based on our TSR relative to the TSR of the Index, the Achievement Factor for the fiscal 2024 and fiscal 2023 PSUs were as follows: •Performance Period 1 of the fiscal 2024 PSUs would have been 200% of target, but based on the PSU design, was capped at target at 100% of target. •Performance Period 2 of the fiscal 2023 PSUs was 62% of target.

  83. Mr. Addison’s Promotion Equity Award

    Mr. Addison’s Promotion Equity Award On December 14, 2023, and in connection with Mr. Addison’s appointment as our CRO, our compensation committee granted to Mr. Addison an award of 43,092 time-based RSUs with a target value of $3 million, which was converted into a number of RSUs using the average closing trading price of our Class A common stock over the month of November 2023. This RSU award vests quarterly over three years, as described in the “Fiscal 2024 Grants of Plan-Based Awards Table” below. The equity awards granted to our NEOs in fiscal 2024 are set forth in the “Fiscal 2024 Summary Compensation Table” and the “Fiscal 2024 Grants of Plan-Based Awards Table,” each below.

  84. Mr. Addison’s Promotion Equity Award

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  85. 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.

  86. 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),

  87. In Connection with a Change in Control

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  88. In Connection with a Change in Control

    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. 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.

  89. 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.

  90. 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 service: •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.

  91. 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 CLO (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 the equity committee, as applicable.

  92. Amended and Restated Equity Award Grant Policy

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  93. 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 NEO, 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.

  94. 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 directors 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. While our compensation committee may consider grant date fair value in awarding equity compensation, it retains discretion to use other measures of value when determining the number of shares underlying equity awards. Regardless of the method used by the compensation committee when granting equity awards, the calculation of grant date fair value 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.

  95. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by and paid to each of our NEOs in fiscal 2024, 2023 and 2022.

  96. Fiscal 2024 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) | 2024 | 306,000 | 29,530,934 | — | 169,065 | 6,226 | 30,012,225 | | | 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 | | Brett Tighe CFO(6) | 2024 | 480,000 | 11,959,365 | — | 265,200 | 6,004 | 12,710,569 | | | 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) | 2024 | 399,000 | 1,055,329 | — | 161,596 | 5,833 | 1,621,758 | | | 2023 | 175,606 | 1,941,505 | — | 39,608 | 2,280 | 2,158,999 | | Larissa Schwartz CLO and Corporate Secretary(8) | 2024 | 450,000 | 8,441,733 | — | 191,250 | 5,026 | 9,088,009 | | Jon Addison CRO(9)(10) | 2024 | 364,896 | 6,856,102 | — | 286,132 | 29,113 | 7,536,243 |

  97. Fiscal 2024 Summary Compensation Table

    (1)Mr. Ninan was not an NEO in the fiscal year ending January 31, 2022 (“fiscal 2022”), and Ms. Schwartz and Mr. Addison were not NEOs in fiscal 2023 or 2022, so their compensation is not presented for those periods. 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 NEOs in fiscal 2024, 2023 and 2022, and the PSUs granted to our NEOs in fiscal 2024 and 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 2024 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 NEOs. 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 2024 and 2023 consisted of the following:

  98. Fiscal 2024 Summary Compensation Table

    | Fiscal Year of Grant | Expected Term(a) | Stock Price Volatility(b) | | Risk-Free Interest Rate(c) | | | | Company | Index | | | 2024 | 2.87 years | 62.37% | 71.63% | 3.97% | | 2023 | 2.86 years | 49.18% | 72.31% | 2.34% |

  99. Fiscal 2024 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 2.87 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 “Compensation Discussion and Analysis" above, and the “Fiscal 2024 Grants of Plan-Based Awards Table” and “Fiscal 2024 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 NEOs in fiscal 2022, calculated in accordance with ASC Topic 718. No stock options were granted to our NEOs in fiscal 2024 and 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 2024 Annual Report. These amounts do not necessarily correspond to the actual values recognized by the NEOs. (4)The amounts reported for fiscal 2024 for Messrs. McKinnon, Tighe, Ninan and Ms. Schwartz, our US-based NEOs, represent the aggregate annual performance-based cash incentives earned in fiscal 2024 pursuant to the Bonus Plan and based upon the achievement of certain company metrics. The amount reported for Mr. Addison represents the amount earned by him under the Sales Commission Plan. The fiscal 2024 achievement for each NEO is described above in “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Performance-Based Incentive Compensation—Performance in Fiscal 2024 and Payments.” (5)Mr. McKinnon's fiscal 2024 "All Other Compensation" includes (a) $5,000 for 401(k) matching contributions by the company and (b) $1,226 for term life insurance premium payments by the company. (6)Mr. Tighe's fiscal 2024 "All Other Compensation" includes (a) $5,450 for 401(k) matching contributions by the company and (b) $554 for term life insurance premium payments by the company. (7)Mr. Ninan's fiscal 2024 "All Other Compensation" includes (a) $5,000 for 401(k) matching contributions by the company and (b) $833 for term life insurance premium payments by the company.

  100. Fiscal 2024 Summary Compensation Table

    | 52 | 2024 Proxy Statement | Okta, Inc. |

  101. Fiscal 2024 Summary Compensation Table

    (8)Ms. Schwartz’s fiscal 2024 "All Other Compensation" includes (a) $3,800 for 401(k) matching contributions by the company and (b) $1,226 for term life insurance premium payments by the company. (9)In fiscal 2024, Mr. Addison received compensation for his “Salary,” “Non-equity Incentive Plan Compensation” and “All Other Compensation” in British pounds sterling. The compensation amounts reported in this table have been converted to U.S. dollars using the exchange rate of $1.267 to £1 as of January 31, 2024, the last day of fiscal 2024. (10)Mr. Addison's fiscal 2024 "All Other Compensation" includes (a) $14,596 for matching contributions by the company pursuant to the Okta U.K. pension scheme, (b) $1,340 for premium payments by the company pursuant to the Okta U.K. life assurance policy, and (c) $13,177 for a car allowance.

  102. Fiscal 2024 Summary Compensation Table

    | Okta, Inc. | 2024 Proxy Statement | 53 |

  103. Fiscal 2024 Grants of Plan-Based Awards Table

    Fiscal 2024 Grants of Plan-Based Awards Table The following table sets forth certain information with respect to all plan-based awards granted to our NEOs during fiscal 2024.

  104. Fiscal 2024 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 | FY23 Bonus RSU(5) | 3/15/2023 | — | — | — | — | — | — | 1,188 | 98,853 | | | Annual Cash | — | 29,835 | 198,900 | 298,350 | — | — | — | — | — | | | Annual RSU(6) | 3/21/2023 | — | — | — | — | — | — | 126,062 | 10,649,718 | | | Annual PSU | 3/21/2023 | — | — | — | 21,010 | 126,062 | 252,124 | — | 18,881,216 | | Brett Tighe | FY23 Bonus RSU(5) | 3/15/2023 | — | — | — | — | — | — | 1,864 | 155,103 | | | Annual Cash | — | 46,800 | 312,000 | 468,000 | — | — | — | — | — | | | Annual RSU(6) | 3/21/2023 | — | — | — | — | — | — | 75,571 | 6,384,238 | | | Annual PSU | 3/21/2023 | — | — | — | 6,204 | 37,222 | 74,444 | — | 5,575,127 | | Shibu Ninan | FY23 Bonus RSU(5) | 3/15/2023 | — | — | — | — | — | — | 476 | 39,608 | | | Annual Cash | — | 26,933 | 179,550 | 269,325 | — | — | — | — | — | | | Annual RSU(6) | 3/21/2023 | — | — | — | — | — | — | 6,668 | 563,313 | | | Annual PSU | 3/21/2023 | — | — | — | 548 | 3,285 | 6,570 | — | 492,016 | | Larissa Schwartz | Annual Cash | — | 33,750 | 225,000 | 337,550 | — | — | — | — | — | | | Annual RSU(6) | 3/21/2023 | — | — | — | — | — | — | 53,344 | 4,506,501 | | | Annual PSU | 3/21/2023 | — | — | — | 4,379 | 26,274 | 52,548 | — | 3,935,232 | | Jon Addison | Annual Cash | — | — | 268,908 | — | — | — | — | — | — | | | Annual RSU(6) | 3/21/2023 | — | — | — | — | — | — | 39,809 | 3,363,064 | | | Promotion RSU(7) | 12/14/2023 | — | — | — | — | — | — | 43,092 | 3,493,038 |

  105. Fiscal 2024 Grants of Plan-Based Awards Table

    (1)This column sets forth the fiscal 2024 target bonus amount for each of Messrs. McKinnon, Tighe, and Ninan and Ms. Schwartz under our Bonus Plan. “Threshold” refers to the minimum amount payable for a certain level of performance assuming performance above 0%; “Target” refers to the amount payable if specified performance targets are reached; and “Maximum” refers to the maximum payout possible. Target bonuses for Bonus Plan participants were set as a percentage of each NEO’s base salary earned for fiscal 2024 as follows: 65% for each of Messrs. McKinnon and Tighe, 45% for Mr. Ninan, and 50% for Ms. Schwartz. Mr. Addison did not participate in the Bonus Plan, but participated in the Sales Commission Plan, pursuant to which he was eligible to receive cash sales commissions based on the company’s achievement of fiscal 2024 net annualized recurring revenue objectives. The target bonus for Mr. Addison under the Sales Commission Plan was set at 50% of his overall target cash compensation opportunity consisting of his base salary and target commission-based cash incentive opportunity. There are no threshold and maximum payouts under the Sales Commission Plan. The dollar values of the actual bonus awards earned by the NEOs are set forth in the “Fiscal 2024 Summary Compensation Table” above. For fiscal 2024, these bonus awards were paid out to each NEO in cash. The amounts set forth in this column do not represent either additional or actual compensation earned by the NEOs for fiscal 2024. For descriptions of the Bonus Plan and the Sales Commission Plan, please see “Compensation Discussion and Analysis—Annual Performance-Based Incentives” above. (2)Annual PSUs were granted under the 2017 Plan. These columns show the PSUs that could be earned 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 NEOs in fiscal 2024, 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 2024 Annual Report and (b) PSUs are set forth in footnote 2 of the “Fiscal 2024 Summary Compensation Table” above. These amounts do not necessarily correspond to the actual values recognized by our NEOs. (5)“FY23 Bonus RSUs” represent annual performance-based cash incentives earned in fiscal 2023 pursuant to the Bonus Plan but paid in the form of fully-vested RSUs granted on March 15, 2023 (fiscal 2024) in amounts as determined in accordance with our Grant Policy. These amounts are reported above as fiscal 2023 compensation in the “Non-Equity Incentive Plan Compensation” column of the “Fiscal 2024 Summary Compensation Table” above. (6)These annual RSU awards vested as to 8.33% of the shares of Class A common stock underlying the RSU award on June 15, 2023, and vest as to the remainder of the shares in 11 equal quarterly installments thereafter, in each case, subject to continuous service. (7)In December 2023, Mr. Addison received an RSU award under the 2017 Plan in connection with his promotion to the role of CRO. Mr. Addison’s promotion RSU award vested as to 8.33% of the shares of Class A common stock underlying the RSU award on March 15, 2024, and vests as to the remainder of the shares in 11 equal quarterly installments thereafter, in each case, subject to continuous service.

  106. Fiscal 2024 Grants of Plan-Based Awards Table

    | 54 | 2024 Proxy Statement | Okta, Inc. |

  107. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding outstanding equity awards held by our NEOs as of January 31, 2024.

  108. Fiscal 2024 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(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Name | Grant Date | | Exercisable (#) | Unexercisable (#) | | | | | | | | Todd McKinnon | 8/28/2015(5) | 8/1/2015 | 181,053 | — | 7.17 | 8/27/2025 | — | — | — | — | | | 7/30/2016(5) | 7/29/2016 | 1,794,803 | — | 8.97 | 7/29/2026 | — | — | — | — | | | 3/22/2018(5) | 2/1/2018 | 5,438 | — | 39.21 | 3/21/2028 | — | — | — | — | | | 3/25/2019(6) | 2/1/2019 | 32,251 | — | 82.16 | 3/24/2029 | — | — | — | — | | | 4/15/2020(6) | 2/1/2020 | 46,511 | 1,861 | 142.47 | 4/14/2030 | — | — | — | — | | | 4/15/2020(7) | 3/15/2020 | — | — | — | — | 2,643 | 218,444 | — | — | | | 4/22/2021(6) | 2/1/2021 | 46,423 | 17,244 | 274.96 | 4/21/2031 | — | — | — | — | | | 4/22/2021(7) | 3/15/2021 | — | — | — | — | 8,424 | 696,243 | — | — | | | 4/22/2021(6) | 2/1/2021 | 92,847 | 34,487 | 274.96 | 4/21/2031 | — | — | — | — | | | 3/21/2023(8) | 3/15/2023 | — | — | — | — | 94,547 | 7,814,310 | — | — | | | 3/21/2023(9) | 2/1/2023 | — | — | — | — | 42,020 | 3,472,953 | — | — | | | 3/21/2023(10) | 2/1/2023 | — | — | — | — | — | — | 210,104 | 17,365,096 | | Brett Tighe | 6/16/2020(11) | 6/15/2020 | — | — | — | — | 604 | 49,921 | — | — | | | 12/17/2020(11) | 12/15/2020 | — | — | — | — | 1,660 | 137,199 | — | — | | | 3/26/2021(11) | 3/15/2021 | — | — | — | — | 1,011 | 83,559 | — | — | | | 3/22/2022(11) | 3/15/2022 | — | — | — | — | 41,222 | 3,406,998 | — | — | | | 3/22/2022(12) | 2/1/2022 | — | — | — | — | 5,049 | 417,300 | — | — | | | 3/22/2022(13) | 2/1/2022 | — | — | — | — | — | — | 8,143 | 673,019 | | | 3/21/2023(8) | 3/15/2023 | — | — | — | — | 56,679 | 4,684,519 | — | — | | | 3/21/2023(9) | 2/1/2023 | — | — | — | — | 12,407 | 1,025,439 | — | — | | | 3/21/2023(10) | 2/1/2023 | — | — | — | — | — | — | 62,037 | 5,127,358 | | Shibu Ninan | 9/22/2022(7) | 9/15/2022 | — | — | — | — | 24,155 | 1,996,411 | — | — | | | 3/21/2023(8) | 3/15/2023 | — | — | — | — | 5,001 | 413,333 | — | — | | | 3/21/2023(9) | 2/1/2023 | — | — | — | — | 1,095 | 90,502 | — | — | | | 3/21/2023(10) | 2/1/2023 | — | — | — | — | — | — | 5,475 | 452,509 | | Larissa Schwartz | 12/17/2015(5) | 11/16/2015 | 14,167 | — | 8.62 | 12/16/2025 | — | — | — | — | | | 6/02/2016(5) | 6/02/2016 | 9,000 | — | 8.73 | 6/01/2026 | — | — | — | — | | | 3/06/2017(5) | 3/01/2017 | 5,000 | — | 11.36 | 3/05/2027 | — | — | — | — | | | 6/11/2020(11) | 6/15/2020 | — | — | — | — | 355 | 29,341 | — | — | | | 12/17/2020(11) | 12/15/2020 | — | — | — | — | 415 | 34,300 | — | — | | | 3/26/2021(11) | 3/15/2021 | — | — | — | — | 843 | 69,674 | — | — | | | 12/16/2021(11) | 12/15/2021 | — | — | — | — | 2,528 | 208,939 | — | — | | | 3/22/2022(11) | 3/15/2022 | — | — | — | — | 974 | 80,501 | — | — | | | 3/21/2023(8) | 3/15/2023 | — | — | — | — | 40,008 | 3,306,661 | — | — | | | 3/21/2023(9) | 2/1/2023 | — | — | — | — | 8,758 | 723,849 | — | — | | | 3/21/2023(10) | 2/1/2023 | — | — | — | — | — | — | 43,790 | 3,619,244 |

  109. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table

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  110. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Jon Addison | 11/15/2021(7) | 12/15/2021 | — | — | — | — | 8,552 | 706,882 | — | — | | | 4/08/2022(11) | 3/15/2022 | — | — | — | — | 7,634 | 630,950 | — | — | | | 1/21/2023(14) | 3/15/2023 | — | — | — | — | 5,651 | 467,055 | — | — | | | 3/21/2023(8) | 3/15/2023 | — | — | — | — | 29,857 | 2,467,681 | — | — | | | 12/14/2023(8) | 12/15/2023 | — | — | — | — | 43,092 | 3,561,554 | — | — |

  111. Fiscal 2024 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, RSUs and PSUs granted after 2017 were granted pursuant to our 2017 Plan. (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, 2024, based on the closing price of our Class A common stock, as reported on Nasdaq, of $82.65 per share on January 31, 2024. (4)Represents PSUs that are earned, if at all, based upon certain achievement levels relating to 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. Such 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. (5)The stock options are fully vested and exercisable. (6)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. (7)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. (8)8.33% 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 11 successive equal quarterly installments, subject to continuous service. (9)Represents the number of shares that were determined to be earned for Performance Period 1 for the fiscal 2024 PSUs, as certified by our compensation committee on March 11, 2024. The PSUs vested on March 15, 2024 following the achievement of the awards’ service-based criteria. As described in “Compensation Discussion and Analysis–Long-Term Incentive Compensation—PSU Achievement for Performance Period 1 of Fiscal 2024 PSUs and Performance Period 2 of Fiscal 2023 PSUs,” above, Performance Period 1 exceeded maximum levels at 200% of target, but due to their design were capped at target achievement level at 100% of target. (10)Represents the total PSUs granted for fiscal 2024, less the number of shares underlying the PSUs that were determined to be earned for Performance Period 1 for the fiscal 2024 PSUs as certified by our compensation committee on March 11, 2024. The number of shares reflects payout at maximum achievement level, since performance during Performance Period 1 was capped at the target achievement level at 100% of target. 33.33% of the shares underlying the fiscal 2024 PSU award vest upon completion of one year of service measured from the vesting commencement date, and the balance of the shares vest in two successive equal annual installments, subject to continuous service (11)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. (12)Represents the number of shares underlying the PSUs granted to Mr. Tighe that were determined to be earned for Performance Period 2 for the fiscal 2023 PSUs, as certified by our compensation committee on March 11, 2024. The PSUs vested on March 15, 2024 following the achievement of the award’s service-based criteria. As described in “Compensation Discussion and Analysis—Long-Term Incentive Compensation—PSU Achievement for Performance Period 1 of Fiscal 2024 PSUs and Performance Period 2 of Fiscal 2023 PSUs,” above, the completed years of Performance Period 2 exceeded threshold levels at 62% of target. (13)Represents the total PSUs granted to Mr. Tighe for fiscal 2023, less the number of shares underlying the PSUs that were determined to be earned for Performance Period 2 for the fiscal 2023 PSUs as certified by our compensation committee on March 11, 2024. The number of shares reflects payout at target achievement level, since performance during the completed years of Performance Period 2 exceeded threshold levels. 33.33% of the shares underlying the fiscal 2023 PSU award vest upon completion of one year of service measured from the vesting commencement date, and the balance of the shares vest in two successive equal annual installments, subject to continuous service. (14)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 three successive equal quarterly installments, subject to continuous service.

  112. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | 56 | 2024 Proxy Statement | Okta, Inc. |

  113. Fiscal 2024 Option Exercises and Stock Vested Table

    Fiscal 2024 Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the shares of our common stock that were acquired upon the vesting of RSUs and the related value realized upon such vesting during fiscal 2024. Our NEOs did not exercise any stock options during fiscal 2024.

  114. Fiscal 2024 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Todd McKinnon | 53,193 | 4,337,651 | | Brett Tighe | 43,685 | 3,561,324 | | Shibu Ninan | 13,122 | 1,098,144 | | Larissa Schwartz | 17,356 | 1,410,589 | | Jon Addison | 34,574 | 2,811,920 |

  115. Fiscal 2024 Option Exercises and Stock Vested Table

    (1)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.

  116. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans or arrangements under which our NEOs are eligible to participate.

  117. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans or arrangements under which our NEOs are eligible to participate.

  118. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  119. 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 2024 (our “CEO pay ratio”). •The median of the annual total compensation of all employees of our company (other than our CEO) was $261,591 •The annual total compensation of our CEO was $30,012,225 •Our CEO pay ratio was 115 to 1 This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. For fiscal 2024, we calculated the CEO pay ratio using the same median employee that we used to calculate the pay ratio in fiscal 2023, as we believe there has been no change in our employee population or compensation arrangements during fiscal 2024 that would result in a significant change to our pay ratio disclosure. To identify the median employee in fiscal 2023, 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 NEOs 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 individual’s fiscal 2024 annual total compensation using the same methodology that we use for our NEOs as set forth in the “Fiscal 2024 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 2024 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 and pay ratio disclosures.

  120. CEO Pay Ratio Disclosure

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  121. 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 NEOs for the fiscal year ending January 31, 2021 (“fiscal 2021”), fiscal 2022, fiscal 2023, and fiscal 2024, 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 fiscal 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 our NEOs.

  122. 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) | | | | 2024 | $30,012,225 | $30,397,098 | $7,739,145 | $7,822,230 | $65 | $219 | -$355,000,000 | $2,263,000,000 | | 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 |

  123. Pay Versus Performance Table

    (1)The PEO and Non-PEO NEOs included in the above table consist of the following individuals:

  124. Pay Versus Performance Table

    | Fiscal Year | PEO (CEO) | Non-PEO NEOs | | 2024 | Todd McKinnon | Brett Tighe, Shibu Ninan, Larissa Schwartz, Jon Addison | | 2023 | Todd McKinnon | Jonathan Runyan, Brett Tighe, Susan St. Ledger, Shibu Ninan | | 2022 | Todd McKinnon | William Losch, J. Frederic Kerrest, Jonathan Runyan, Brett Tighe, Susan St. Ledger, Michael Kourey | | 2021 | Todd McKinnon | William Losch, J. Frederic Kerrest, Charles Race, Jonathan Runyan |

  125. 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:

  126. Pay Versus Performance Table

    | PEO | | | | | | | | | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | | Summary Compensation Table - Total Compensation(a) | $12,131,012 | $31,820,477 | $412,190 | $30,012,225 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $11,851,866 | $31,311,842 | $0 | $29,530,934 | | + | 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 | $25,972,540 | | + | 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 | $528,230 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $378,989 | $0 | $0 | $2,559,648 | | + | 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 | $855,389 | | — | 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 | $0 | | = | Compensation Actually Paid | $188,220,074 | $7,266,404 | -$21,077,609 | $30,397,098 |

  127. Pay Versus Performance Table

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  128. 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 base 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” columns 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 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:

  129. Pay Versus Performance Table

    | Non-PEO NEO Average | | | | | | | | | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | | Summary Compensation Table - Total Compensation(a) | $5,622,552 | $15,547,789 | $11,677,001 | $7,739,145 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $5,233,926 | $14,950,405 | $11,087,422 | $7,078,132 | | + | 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 | $6,013,279 | | + | 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 | $127,198 | | + | 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 | $890,316 | | + | 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 | $130,424 | | — | 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 | $0 | | = | Compensation Actually Paid | $54,801,184 | $6,358,859 | -$425,392 | $7,822,230 |

  130. 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 base 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” columns 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.

  131. Pay Versus Performance Table

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  132. Pay Versus Performance Table

    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.

  133. Pay Versus Performance Table

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