DEF 14A of Okta, Inc., May 7, 2026

DEF 14A of Okta, Inc.

Filed May 7, 2026 · FY20260001660134-26-000036

Open on EDGAR

  1. Information Concerning Director Nominees

    Information Concerning Director Nominees

  2. Information Concerning Director Nominees

    | | Anthony Bates Independent | | | Key Experience and Qualifications | | | •Technology Industry Leadership: Currently serves as Chairman and CEO of Genesys Cloud Services, with prior executive roles at Microsoft, Skype, GoPro, and Cisco Systems spanning the technology, software, and communications industries. •Enterprise Operations and Scaling: Has held president, CEO, and general manager roles across high-growth and large-cap public enterprises, bringing practical insight into enterprise go-to-market execution. •M&A and Business Development: Led Skype as CEO through its acquisition by Microsoft and served as President of Microsoft's Skype Division, bringing direct experience in strategic transactions and post-acquisition integration. | | Age 59 | | | Director Since 2024 | | | Okta Committees Audit Other U.S.-Listed Company Directorships Current: •Genesys Cloud Services, Inc. (Chairman) Former (past five years): •VMware, Inc. (2016–2023) •eBay, Inc. (2015–2022) | | | | Current Principal Role Chairman and Chief Executive Officer, Genesys Cloud Services, Inc. (Chairman since 2021; Chief Executive Officer since 2019) Career Highlights •Vice Chairman & CEO of Growth, Social Capital Hedosophia Holdings Corp. (special purpose acquisition company) — 2017 to 2019 •President, GoPro, Inc. — 2014 to 2016 •Executive Vice President, Business Development and Evangelism, Microsoft Corporation — 2013 to 2014 •President, Skype Division, Microsoft Corporation — 2011 to 2013 •Chief Executive Officer, Skype Inc. — 2010 to 2011 (until acquisition by Microsoft) •Various positions, including Senior Vice President and General Manager, Enterprise, Commercial and Small Business, Cisco Systems, Inc. — 1996 to 2010 |

  3. Information Concerning Director Nominees

    | 4 | 2026 Proxy Statement | Okta, Inc. |

  4. Information Concerning Director Nominees

    | | David Schellhase Lead Independent Director | | | Key Experience and Qualifications | | | •Corporate Governance Expertise: Served as General Counsel at Slack, Groupon and Salesforce, bringing deep experience in public company governance, regulatory compliance and board-level legal oversight. •Strategic Transactions: Advised on technology-focused corporate matters both as an in-house executive and as Of Counsel at Sullivan & Cromwell LLP. •Cybersecurity Landscape: Through his current role at a cybersecurity-focused venture capital firm, maintains a current perspective on the evolving security landscape. | | Age 62 | | | Director Since 2025 | | | Okta Committees Audit Compensation and Governance Other U.S.-Listed Company Directorships None | | | | Current Principal Role Entrepreneur-in-Residence, Ballistic Ventures (since July 2025) Career Highlights •Of Counsel, Sullivan & Cromwell LLP — 2022 to 2025 •General Counsel, Slack Technologies, Inc. — 2016 to 2021 •General Counsel, Groupon, Inc. — 2011 to 2014 •General Counsel, Salesforce, Inc. — 2002 to 2011 Other Professional Experience and Community Involvement •Adjunct Lecturer, Stanford University, School of Management Science and Engineering Education •Bachelor of Arts, Columbia University •Juris Doctor, Cornell Law School |

  5. Information Concerning Director Nominees

    | Okta, Inc. | 2026 Proxy Statement | 5 |

  6. Information Concerning Continuing Directors

    Information Concerning Continuing Directors

  7. Information Concerning Continuing Directors

    | | Rob Bernshteyn Independent | | | Key Experience and Qualifications | | | •SaaS Company Leadership at Scale: Led Coupa Software as Chairman and CEO for approximately 14 years, scaling the company from early-stage to a global business spend management platform. •Product Marketing and Management: Held progressive product leadership roles at SuccessFactors and Siebel Systems, with extensive background in product marketing and management for SaaS and other technology solutions. •Enterprise Software Ecosystem Knowledge: Currently serves as a General Partner at ICONIQ Capital, a venture capital firm, following his tenure leading Coupa Software. | | Age 53 | | | Director Since 2025 | | | Okta Committees Audit (Chair) Other U.S.-Listed Company Directorships Current: •PTC, Inc. Former (past five years): •Medallia, Inc. (2019–2021) | | | | Current Principal Role General Partner, ICONIQ Capital (since February 2024) Career Highlights •Chief Executive Officer and Chair of the Board, Coupa Software, Inc. — 2009 to 2023 •Various positions, including VP, Global Product Marketing & Management, SuccessFactors, Inc. — 2004 to 2009 •Various positions, including Director of Product Management, Siebel Systems, Inc. — 2001 to 2004 •Project Manager and Systems Integration Consultant, Accenture plc — 1994 to 1999 Education •Bachelor of Science in Information Systems, State University of New York at Albany •Master in Business Administration, Harvard Business School |

  8. Information Concerning Continuing Directors

    | 6 | 2026 Proxy Statement | Okta, Inc. |

  9. Information Concerning Continuing Directors

    | | Emilie Choi Independent | | | Key Experience and Qualifications | | | •Technology Industry Knowledge: Serves as President and COO of Coinbase Global, bringing experience in leading operations at a publicly traded technology company. •Corporate Development and Strategic Transactions: Led corporate development at LinkedIn for over eight years, including through its acquisition by Microsoft. •Scaling High-Growth Organizations: Direct experience building and scaling a high-growth public technology company. | | Age 47 | | | Director Since 2022 | | | Okta Committees None Other U.S.-Listed Company Directorships Current: •None Former (past five years): •ZipRecruiter, Inc. (2018–2022) | | | | Current Principal Role President and Chief Operating Officer, Coinbase Global, Inc. (President since November 2020; Chief Operating Officer since June 2019) Career Highlights •Vice President of Business, Data and International, Coinbase Global, Inc. — 2018 to 2019 •Vice President & Head of Corporate Development, LinkedIn Corporation (subsidiary of Microsoft Corporation following 2016 acquisition) — 2009 to 2018 •Various positions, including Director of Digital Business Strategy and Operations and Manager of Corporate Business Development and Strategy, Warner Bros. Entertainment Inc. — 2007 to 2009 Education •Bachelor of Arts in Economics, Johns Hopkins University •Master in Business Administration, Wharton School, University of Pennsylvania |

  10. Information Concerning Continuing Directors

    | Okta, Inc. | 2026 Proxy Statement | 7 |

  11. Information Concerning Continuing Directors

    | | J. Frederic Kerrest Co-Founder, Vice Chairperson | | | Key Experience and Qualifications | | | •Institutional Knowledge as Okta Co-Founder: Co-founded Okta and served as COO from 2009 to 2023, providing deep institutional knowledge of the company's culture, customers and technology. •Enterprise Software Sales and Business Development: Served as Okta's COO from founding through 2023, with prior sales and business development experience at Salesforce. •Growth-Stage Technology Investor: Founder and Managing Partner of Windproof Partners, an enterprise software growth-stage investment and advisory firm. | | Age 49 | | | Director Since 2009 | | | Okta Committees None Other U.S.-Listed Company Directorships None | | | | Current Principal Role Managing Partner and Founder, Windproof Partners (founded May 2025) Career Highlights •Vice Chairperson, Okta, Inc. — 2023 to present •Executive Vice Chairperson, Okta, Inc. — 2019 to 2023 •Co-Founder and Chief Operating Officer, Okta, Inc. — 2009 to 2023 •Various sales and business development roles, Salesforce, Inc. — 2002 to 2007 Education •Bachelor of Science in Computer Science, Stanford University •Master in Business Administration, MIT Sloan School of Management |

  12. Information Concerning Continuing Directors

    | 8 | 2026 Proxy Statement | Okta, Inc. |

  13. Information Concerning Continuing Directors

    | | Todd McKinnon Co-Founder, Chairperson and CEO | | | Key Experience and Qualifications | | | •Founder-CEO Leadership: Co-founded Okta and has served as CEO and Chairperson since 2009, providing our board with strategic continuity and a long-term perspective on the company's mission and direction. •Identity Market Expertise: Deep knowledge of the identity security competitive landscape, customer requirements, and technology evolution developed through over 15 years leading Okta. •Engineering and Platform Development: Served as SVP of Development at Salesforce and held engineering and leadership roles at PeopleSoft, bringing a technical foundation that informs platform architecture and R&D decisions. | | Age 54 | | | Director Since 2009 | | | Okta Committees None Other U.S.-Listed Company Directorships None | | | | Current Principal Role Co-Founder, Chairperson, and Chief Executive Officer, Okta, Inc. (CEO and Director since January 2009; Chairperson since February 2017) Career Highlights •Various positions, including Senior Vice President of Development, Salesforce, Inc. — 2003 to 2009 •Various engineering and leadership positions, PeopleSoft, Inc. (acquired by Oracle Corporation in January 2005) — 1995 to 2003 Education •Bachelor of Science in Management and Information Systems, Brigham Young University •Master of Science in Computer Science, California Polytechnic State University, San Luis Obispo |

  14. Information Concerning Continuing Directors

    | Okta, Inc. | 2026 Proxy Statement | 9 |

  15. Information Concerning Continuing Directors

    | | Paul Sagan Independent | | | Key Experience and Qualifications | | | •Public Company Board Governance: Extensive public company board experience, including service as Lead Independent Director of VMware, and directorships at Thomson Reuters, Moderna, EMC, Dow Jones and others. •Cloud and Internet Infrastructure Leadership: As former CEO of Akamai Technologies, a cloud computing and cybersecurity company, brings direct operational expertise in domains closely adjacent to Okta's business. •Technology and Innovation Perspective: As a Catalyst Advisor at General Catalyst, a global venture capital and private equity firm, maintains a current perspective on technology and innovation trends. | | Age 67 | | | Director Since 2025 | | | Okta Committees Compensation and Governance (Chair) Other U.S.-Listed Company Directorships Current: •Thomson Reuters Former (past five years): •Moderna, Inc. (2018-2026) •VMware, Inc. (2014-2023) | | | | Current Principal Role Catalyst Advisor, General Catalyst (Executive in Residence 2014; Managing Director 2018–2020; Catalyst Advisor current) Career Highlights •Chief Executive Officer, Akamai Technologies, Inc. — 2005 to 2013 •President, Akamai Technologies, Inc. — 1999 to 2010 and 2011 to 2012 •Vice President and Chief Operating Officer, Akamai Technologies, Inc. — 1998 to 1999 •Board Member, Akamai Technologies, Inc. — 2005 to 2015 •Vice Chairman, Akamai Technologies, Inc. — 2013 to 2015 •Various senior leadership roles, Time Warner, Inc. — 1991 to 1996 Education •Bachelor of Science, Medill School of Journalism, Northwestern University |

  16. Information Concerning Continuing Directors

    | 10 | 2026 Proxy Statement | Okta, Inc. |

  17. 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 oversees senior executives on our management team, reviews our financial reporting processes, and determines and implements our corporate governance policies. Our board and management team are committed to practicing good corporate governance to manage Okta for the long-term benefit of our stockholders. Our governance framework includes a variety of policies, procedures and practices to promote stockholder value and to facilitate our board’s effective, independent oversight of our business and corporate strategy. Besides reviewing the independence of each director and board committee (as discussed below under “Independence of Our Board”), at the direction of our board, our key governance practices include: •annually reviewing and updating, as needed, the charters for each of our board committees, including our audit committee of the board (our “audit committee”) and our compensation and corporate governance committee of the board (our “compensation and governance committee”); •establishing disclosure control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”); •implementing a procedure to receive and address anonymous and confidential complaints or concerns regarding audit or accounting matters; •maintaining a code of conduct that applies to our employees, directors and officers, including our CEO, Chief Financial Officer (“CFO”) and other executive and senior financial officers; •reviewing our corporate governance policies and practices to remain consistent with the requirements of the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards; and •engaging in ongoing board composition evaluations and director recruiting efforts to establish a highly-qualified board based on evolving business needs.

  18. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board has delegated to our compensation and governance committee the responsibilities of identifying additive and qualified 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 compensation and governance committee’s charter, and in consideration of our evolving business needs. Our compensation and governance committee may gather information about candidates through interviews, detailed questionnaires, comprehensive background checks or any other means its members deem appropriate. Our compensation and governance 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 compensation and governance committee recommends candidates for our board’s approval as director nominees for election to our board.

  19. 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 and governance committee is responsible for reviewing and making recommendations to our board on the compensation paid to non-employee directors for their board and board committee service. Periodically, our compensation and governance committee reviews our non-employee director compensation program, receiving input from our compensation and governance 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. We maintain robust stock ownership guidelines that require our non-employee directors maintain certain stock ownership levels within five years of their appointment to our board. In March 2026, our compensation and governance committee increased the required stock ownership levels for our non-employee directors from 3x to 5x of their annual cash board retainer. This change further promotes a long-term perspective and deepens the alignment between the interests of our board and our stockholders. The non-employee director compensation policy applicable during fiscal 2026 provides that each non-employee director will receive an initial equity grant on the date they join the board. The non-employee directors who joined our board during fiscal 2026 were granted restricted stock unit awards (“RSUs”) having a grant date fair value of $530,000 on the date of grant (rounded up to the nearest whole RSU). The initial RSU grant vested in equal annual installments on the first three anniversaries of the effective date on which the non-employee director joined our board, subject to continuous service. Pursuant to our non-employee director compensation policy, in fiscal 2026 each non-employee director received cash retainers and equity grants for each year of continued service. We reimbursed all reasonable out-of-pocket expenses that our directors incurred to attend meetings of our board or any board committee of which they are a member. Our non-employee directors received the following annual cash retainers for their service in fiscal 2026:

  20. Non-Employee Director Compensation

    | Position | Annual Cash Retainer ($) | | Board Member | 35,000 | | Lead Independent Director | 20,000 | | Audit Committee Chair | 26,000 | | Compensation Committee Chair | 20,000 | | Nominating Committee Chair | 12,000 | | Cybersecurity Risk Committee Chair | 18,000 | | Audit Committee Member other than Chair | 13,000 | | Compensation Committee Member other than Chair | 10,000 | | Nominating Committee Member other than Chair | 6,000 | | Cybersecurity Risk Committee Member other than Chair | 9,000 |

  21. Non-Employee Director Compensation

    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 grant date fair value of $245,000 on the date of grant (rounded up to the nearest whole RSU). 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 the company’s 2017 Equity Incentive Plan, as amended (the “2017 Equity Incentive Plan”)). The following table presents the total compensation for each person who served as a non-employee director during fiscal 2026. 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 2026 Summary Compensation Table” below. 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 2026.

  22. Non-Employee Director Compensation

    | 22 | 2026 Proxy Statement | Okta, Inc. |

  23. Fiscal 2026 Director Compensation Table

    Fiscal 2026 Director Compensation Table

  24. Fiscal 2026 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Shellye Archambeau(3) | 58,478 | 245,044 | — | 303,522 | | Anthony Bates | 48,000 | 245,044 | — | 293,044 | | Rob Bernshteyn(4) | 6,815 | 530,074 | — | 536,889 | | Emilie Choi | 44,000 | 245,044 | — | 289,044 | | Robert L. Dixon, Jr.(3) | 63,000 | 245,044 | — | 308,044 | | Jeff Epstein(5) | 87,000 | 245,044 | — | 332,044 | | Benjamin Horowitz(6) | 13,886 | — | — | 13,886 | | J. Frederic Kerrest | 39,207 | 245,044 | — | 284,251 | | Rebecca Saeger(6) | 22,614 | — | — | 22,614 | | Paul Sagan(4) | 6,098 | 530,074 | — | 536,172 | | David Schellhase(7) | 23,837 | 530,049 | — | 553,886 | | Michael Stankey(8) | 58,196 | 245,044 | — | 303,240 | | Maggie Wilderotter(9) | 14,946 | — | 25,000 | 39,946 |

  25. Fiscal 2026 Director Compensation Table

    (1)The amounts reported represent the aggregate grant date fair values of the RSUs granted during fiscal 2026 under our 2017 Equity Incentive 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 2026 Annual Report. These amounts do not necessarily correspond to the actual values recognized or that may be recognized by the directors. (2)The following table sets forth the options and stock awards held as of January 31, 2026 by our non-employee directors who were serving on our board as of such date:

  26. Fiscal 2026 Director Compensation Table

    | Name | Shares of Class B Common Stock Underlying Options | RSUs Covering Class A Common Stock | | Shellye Archambeau | — | 2,487 | | Anthony Bates | — | 6,553 | | Rob Bernshteyn | — | 5,876 | | Emilie Choi | — | 2,487 | | Robert L. Dixon, Jr. | — | 2,487 | | Jeff Epstein | — | 2,487 | | J. Frederic Kerrest | 267,010 | 3,330 | | Paul Sagan | - | 5,876 | | David Schellhase | - | 5,826 | | Michael Stankey | 190,000 | 2,487 |

  27. Fiscal 2026 Director Compensation Table

    (3)Ms. Archambeau and Mr. Dixon, each a Class III director, were not nominated for re-election following the end of their term at the Annual Meeting on June 18, 2026. (4)Messrs. Bernshteyn and Sagan joined our board on December 19, 2025. (5)Mr. Epstein will leave our board effective at the Annual Meeting on June 18, 2026. (6)Mr. Horowitz and Ms. Saeger left our board following the company’s 2025 Annual Meeting of Stockholders on June 24, 2025. (7)Mr. Schellhase joined our board on August 13, 2025. (8)Mr. Stankey left our board on March 5, 2026. (9)Ms. Wilderotter joined our board on August 13, 2025 and left our board on December 18, 2025 due to reasons unforeseen at the time of her joining. Pursuant to the terms of our non-employee director compensation policy, the initial RSU grant that Ms. Wilderotter received upon her appointment was forfeited. The amount reported under “All Other Compensation” represents fees that Ms. Wilderotter received in connection with advisory services she provided to the company prior to her appointment to our board. Such advisory fees were paid during fiscal 2026, on February 13, 2025.

  28. Fiscal 2026 Director Compensation Table

    | Okta, Inc. | 2026 Proxy Statement | 23 |

  29. Fiscal 2026 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, 2027. 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 an affirmative vote of a majority of the voting power of the shares of our common stock, present in person or by proxy, 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 fiscal 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 2026 in accordance with the foregoing pre-approval policies and procedures. |

  30. Fiscal 2026 Director Compensation Table

    | Recommendation of Our Board | | OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2027. |

  31. Fiscal 2026 Director Compensation Table

    | 24 | 2026 Proxy Statement | Okta, Inc. |

  32. Fiscal 2026 Director Compensation Table

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

  33. Key Actions of Fiscal 2026 Executive Compensation Program

    Key Actions of Fiscal 2026 Executive Compensation Program Consistent with our performance and compensation objectives for fiscal 2026, our compensation committee took the following key actions relating to the compensation of our NEOs for fiscal 2026: •Base Salary: Increased the annual base salary for our CEO, which had not changed since February 2018, by 125% to bring his base salary within a competitive market range, while increasing the annual base salaries for our CFO, CLO and CRO, between 3.5% and 8%, based on an evaluation of competitive market data and a holistic review of the factors described in “Compensation-Setting Process—Role of the Compensation Committee” below. Additionally, Mr. Kelleher received a 27% base salary increase in connection with his promotion to President and COO on February 1, 2025. •Short-Term Incentive Compensation: Awarded bonus payouts to our NEOs at 98.7% of their respective fiscal 2026 target bonus opportunities based on achievement of the performance objectives established under our Senior Executive Incentive Bonus Plan (the “Bonus Plan”). Mr. Addison did not participate in the Bonus Plan and instead participated in a separate sales commission plan (the “Sales Commission Plan”). Based upon the level of achievement of company performance, Mr. Addison attained 150% of his target commission-based cash incentive award opportunity. •Long-Term Incentive Compensation: Granted PSU awards, in addition to time-based RSU awards, to our NEOs at the same mix as awards granted in fiscal 2025. The PSU awards granted in fiscal 2026 have the same design as our PSU awards granted in fiscal 2025 and the fiscal year ended January 31, 2024 (“fiscal 2024”). The fiscal 2026 PSU award design allows for 0% to 200% of the target number of PSUs to be earned based on our relative total stockholder return (“TSR”) compared to the Nasdaq Composite Index TSR during three performance periods—a one-, two- and three-year performance period—each beginning on the first day of fiscal 2026 (February 1, 2025). Based on the company’s relative TSR performance over the one-, two- and three-year performance periods ended January 31, 2026, tranche one of the fiscal 2026 PSUs, tranche two of the fiscal 2025 PSUs and tranche three of the fiscal 2024 PSUs were earned at 100%, 100% and 161%, respectively, of target. Our PSU program is described in more detail in “Elements of Our Executive Compensation Program—PSU Awards” below.

  34. Results of Advisory Say-on-Pay Vote and Stockholder Feedback on Executive Compensation

    Results of Advisory Say-on-Pay Vote and Stockholder Feedback on Executive Compensation We value the opinions of our stockholders. Our board and our compensation committee consider stockholder feedback, in addition to the outcome of our advisory non-binding Say-on-Pay vote, when evaluating our executive compensation program design and making compensation decisions. Our 2025 advisory non-binding Say-on-Pay vote received 94.6% support, which reflects strong stockholder support for the current structure of our executive officers’ compensation. We also received positive feedback about our executive compensation program during our annual stockholder engagement program. As in past years, in the fall of 2025 (fiscal 2026), we met with representatives of several of our top institutional stockholders, including governance professionals from passive investment funds and portfolio managers from active investment funds. We learned that these stockholders continue to view our executive compensation program, policies and practices favorably. In particular, they support our efforts to align executive pay with our company’s performance, such as by including performance-based equity in our long-term incentive compensation program. Based in part on the stockholder feedback we received in these and past outreach discussions, our compensation committee maintained the significant percentage of our overall equity awards granted to our executive officers that consist of PSUs (60% for our CEO and 50% for our other executive officers).

  35. 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: •Making 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 reporting to our board on its discussions, decisions and other actions. •Overseeing the compensation structure, policies and programs for our employees generally, and 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 support its review and oversight of our executive compensation program. •Reviewing and directly setting the base salary levels, short-term incentive compensation opportunities and long-term incentive compensation opportunities of our executive officers annually. 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.

  36. Role of Our Compensation Committee

    Role of Our Compensation Committee Our compensation committee determines the target total direct compensation opportunities for our executive officers. When making these decisions, our compensation committee reviews recommendations from our CEO (other than with respect to himself) and other data, including input from its independent compensation consultant, using a competitive market analysis of compensation survey data and 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 the annual target total direct compensation opportunity and each element of compensation for each of our executive officers. 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 opportunities for our executive officers, our compensation committee considers, among other factors: •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 their contributions to our overall performance, ability to lead their function and to work as part of a team. These considerations encourage internal compensation equity 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 dictates specific pay levels, nor is 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.

  37. 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 opportunity, 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 their duties, whether the executive officer has achieved their individual goals and the relative internal compensation equity among all of our executive officers. Our compensation committee reviews and evaluates the recommendations 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 opportunity, and each element thereof, for each of our executive officers, including our CEO. While our CEO periodically attends meetings of our compensation committee, the committee meets regularly in executive sessions outside the presence of our CEO when determining his compensation, assessing his performance and discussing other matters.

  38. 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 2026, our compensation committee retained Compensia, a nationally recognized compensation consulting firm with expertise relating to technology companies, to provide support with its review and oversight of our executive compensation program. Compensia provides our compensation committee with market information, analysis and other advice relating to executive compensation on an ongoing basis. Compensia is 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. After considering the factors specified in the SEC rules and applicable Nasdaq listing standards, our compensation committee determined that its relationship with Compensia, and the work of Compensia on its behalf, has not raised any conflict of interest. Our compensation committee reviews these factors on an annual basis. As part of our determination of Compensia’s independence, our compensation committee received written confirmation from Compensia addressing these factors and stating Compensia’s belief that it remains an independent compensation consultant to our compensation committee.

  39. 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. Our compensation committee annually evaluates and, as warranted, updates the companies that comprise our compensation peer group. In September 2024, with the assistance of Compensia, our compensation committee reviewed and updated the peer group used as a reference when making compensation decisions for fiscal 2026. We developed our peer group for fiscal 2026 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 $1.2 billion to approximately $7.4 billion (0.5 to 3.0 times our last four fiscal quarters’ revenue of approximately $2.5 billion); and •a market capitalization of approximately $3.9 billion to approximately $61.5 billion (within a range of 0.25 to 4.0 times our 30-day average market capitalization of approximately $15.4 billion in September 2024). Where appropriate, we further refined our peer group by focusing on SaaS and cloud-based enterprise software companies, companies with strong one-year and three-year revenue growth and companies based in the San Francisco Bay Area or in other U.S. metropolitan areas. We also considered any recent changes to our business and the businesses of companies in our compensation peer group. Based on the foregoing review, our compensation committee determined that no adjustments to the compensation peer group used in fiscal 2025 were necessary, except for the removal of Splunk due to its acquisition in March 2024. Accordingly, our compensation committee approved the following compensation peer group to assist with the determination of fiscal 2026 compensation for our NEOs:

  40. Competitive Positioning

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  41. Competitive Positioning

    | Cloudflare | HubSpot | Twilio | | CrowdStrike Holdings | MongoDB | UiPath | | DocuSign | Nutanix | Workday | | Dynatrace | Palo Alto Networks | Zoom Video Communications | | Elastic | Paycom Software | Zscaler | | GoDaddy | RingCentral | |

  42. Competitive Positioning

    Our compensation committee evaluates the competitive market using data drawn from the public filings of the companies in our compensation peer group, data from a custom peer cut of the Radford Global Technology survey (which consisted of 15 of our compensation peer companies) and proprietary data provided by Compensia. This data helps our compensation committee understand how our pay practices and the compensation levels of our NEOs compare to the peer group levels when determining the annual target total direct compensation opportunities for our NEOs.

  43. Annual Performance-Based Incentive Compensation

    Annual Performance-Based Incentive Compensation We use performance-based incentives to motivate our executive officers, including our CEO, 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 selects performance criteria and sets target achievement levels for the Bonus Plan, and determines each plan participant’s target annual incentive compensation opportunity as a percentage of their 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. When setting annual incentive compensation opportunities of our executive officers, our compensation committee considers the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above, as well as the recommendations of our CEO (other than with respect to himself).

  44. Target Annual Incentive Compensation Opportunities

    Target Annual Incentive Compensation Opportunities In March 2025, in connection with its review of our executive compensation program, our compensation committee reviewed the target annual incentive compensation opportunities for our executive officers who were eligible to participate in the Bonus Plan. Our compensation committee evaluated a competitive market analysis prepared by its independent compensation consultant, which included consideration of compensation data from our compensation peer group, a custom peer cut of the Radford Global Technology survey and proprietary data provided by Compensia. Additionally, our compensation committee considered recommendations from our CEO (other than with respect to himself) and the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above. Following its review, our compensation committee adjusted the target opportunities for those executive officers whose target total cash compensation was below the levels targeted by our compensation committee. Consistent with this review, our compensation committee determined that the target annual incentive compensation opportunity for our CFO would remain unchanged from fiscal 2025, and the target annual incentive compensation opportunities for our CEO and our CLO would increase by 35% and 15% of their annual base salary, respectively. Our compensation committee made no further adjustments for Mr. Kelleher’s target annual incentive compensation opportunity in March 2025, having set his opportunity at 65% of his annual base salary in connection with his promotion to President and COO effective February 1, 2025.

  45. Target Annual Incentive Compensation Opportunities

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  46. Target Annual Incentive Compensation Opportunities

    The target annual incentive compensation opportunities of our eligible NEOs for fiscal 2026 as determined in March 2025 were as follows:

  47. Target Annual Incentive Compensation Opportunities for Fiscal 2026

    Target Annual Incentive Compensation Opportunities for Fiscal 2026

  48. Target Annual Incentive Compensation Opportunities for Fiscal 2026

    | NEO | Fiscal 2025 Target Annual Incentive Compensation Opportunity as Percentage of Base Salary | Fiscal 2026 Target Annual Incentive Compensation Opportunity as Percentage of Base Salary(1) | | Mr. McKinnon | 65% | 100% | | Mr. Tighe | 65% | 65% | | Mr. Kelleher | — | 65% | | Ms. Schwartz | 50% | 65% |

  49. Target Annual Incentive Compensation Opportunities for Fiscal 2026

    (1)Changes in target annual incentive compensation opportunities, other than for Mr. Kelleher, were effective May 1, 2025. Mr. Addison did not participate in the Bonus Plan in fiscal 2026. However, as discussed below, he participated in a Sales Commission Plan with a target sales commission opportunity equal to 100% of his annual base salary.

  50. Corporate Performance Measures

    Corporate Performance Measures To measure performance for purposes of the Bonus Plan, in March 2025 our compensation committee selected revenue (weighted 60%) and non-GAAP operating income (weighted 40%) 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 our GAAP revenue as reflected in our annual financial statements; and •“non-GAAP operating income” meant GAAP operating income (loss) as reflected in our 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 and certain non-ordinary course legal settlements and related expenses.

  51. 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 the Bonus Plan in fiscal 2026 were as follows:

  52. Fiscal 2026 Bonus Plan Performance Measures and Targets

    Fiscal 2026 Bonus Plan Performance Measures and Targets

  53. Fiscal 2026 Bonus Plan Performance Measures and Targets

    | | Revenue (60% weight) | | | Non-GAAP Operating Income (40% 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 | 3,181 | 110% | 120% | 953 | 120% | 120% | | Target | 2,892 | 100% | 100% | 794 | 100% | 100% | | Threshold | 2,603 | 90% | 80% | 636 | 80% | 60% |

  54. Fiscal 2026 Bonus Plan Performance Measures and Targets

    If actual performance for fiscal 2026 was less than 90% of the revenue performance target or 80% of the non-GAAP operating income target, no payment would be earned with respect to such performance measure. Our compensation committee set challenging thresholds to ensure that incentive payments would require significant achievement, reflecting significant effort by our executive officers. Total potential payments were capped at 120% of the target annual incentive compensation opportunities to manage our potential short-term incentive compensation expense and mitigate incentivizing undue risk taking in our executive compensation program, while still maintaining appropriate incentives for our executive officers. With respect to the revenue measure, for each additional 1% achievement between 90% and 110% of target, the percentage of target bonus earned would increase by 2%, with a maximum bonus payment of 120% of target. With respect to the non-GAAP operating income measure, for each additional 1% achievement between 80% and 100% of target, the percentage of target bonus earned would increase by 2%, and for each additional 1% achievement between 100% and 120% of target, the percentage of target bonus earned would increase by 1%, with a maximum bonus payment of 120% of target.

  55. Fiscal 2026 Bonus Plan Performance Measures and Targets

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  56. Fiscal 2026 Performance and Payments

    | Performance Measure | Target (in millions) ($) | Result (in millions) ($) | Actual Achievement of Target | Bonus Earned | | Revenue | 2,892 | 2,919 | 101.0% | 102.0% | | Non-GAAP Operating Income | 794 | 770 | 97.0% | 93.9% |

  57. Fiscal 2026 Performance and Payments

    | NEO | Fiscal 2026 Target Annual Incentive Compensation Opportunity(1) ($) | Fiscal 2026 Actual Annual Incentive Compensation Payment ($) | | Mr. McKinnon | 569,118 | 561,719 | | Mr. Tighe | 340,800 | 336,370 | | Mr. Kelleher | 325,000 | 320,775 | | Ms. Schwartz | 302,547 | 298,614 |

  58. Fiscal 2026 Performance and Payments

    (1)Represents the fiscal 2026 target annual incentive compensation opportunity for each NEO prorated for base salary and target annual incentive compensation opportunity changes effective May 1, 2025. The fiscal 2026 incentive compensation payments under the Bonus Plan were made in cash.

  59. 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 sustainable value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. In fiscal 2026, 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 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 and providing retentive value even in a down market.

  60. Long-Term Incentive Compensation

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  61. Long-Term Incentive Compensation

    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.

  62. Annual Equity Awards

    Annual Equity Awards In March 2025, our compensation committee determined to maintain the same percentage of performance-based equity awards in fiscal 2026 as was granted to our executive officers in fiscal 2025. 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 (40% for the CEO and 50% for our other executive officers) and PSU awards (60% for the CEO and 50% for our other executive officers). In determining the aggregate value of the equity awards granted to our executive officers in fiscal 2026, our compensation committee considered our performance, a competitive market analysis prepared by its independent compensation consultant using specific compensation data for each executive officer (drawn from our compensation peer group, a custom peer cut of the Radford Global Technology survey and proprietary data provided by Compensia), 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 considered the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above. In March 2025, our compensation committee granted the following annual equity awards to our NEOs:

  63. Annual Equity Awards for Fiscal 2026

    Annual Equity Awards for Fiscal 2026

  64. Annual Equity Awards for Fiscal 2026

    | 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) ($)(1) | PSU Awards that May be Earned and Settled in Shares of our Class A Common Stock (target number of shares)(2) | RSU Awards that May be Settled in Shares of our Class A Common Stock (value) ($)(1) | RSU Awards that May be Settled in Shares of our Class A Common Stock (number of shares)(3) | | Mr. McKinnon | 12,600,000 | 133,052 | 8,400,000 | 88,702 | | Mr. Tighe | 4,000,000 | 42,239 | 4,000,000 | 42,239 | | Mr. Addison | 3,500,000 | 36,959 | 3,500,000 | 36,959 | | Mr. Kelleher | 6,000,000 | 63,358 | 6,000,000 | 63,358 | | Ms. Schwartz | 3,500,000 | 36,959 | 3,500,000 | 36,959 |

  65. Annual Equity Awards for Fiscal 2026

    (1)The value reported differs from the grant date fair value calculated in accordance with ASC Topic 718. For the grant date fair value of the PSU awards and RSU awards, please see the “Fiscal 2026 Summary Compensation Table” and “Fiscal 2026 Grants of Plan-Based Awards Table” below. (2)The number of shares of our Class A common stock subject to these PSU awards based on target performance was calculated by dividing the target 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 during February 2026, which was $94.70 per share. (3)The number of shares of our Class A common stock subject to these RSU awards was calculated by dividing the target 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 during February 2026, which was $94.70 per share.

  66. PSU Awards

    PSU Awards The PSU awards granted to our NEOs in fiscal 2026 were and 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”), which is the same group used for purposes of determining the PSU awards earned by our NEOs in fiscal 2024 and fiscal 2025. The comparative performance is assessed during three separate and overlapping performance periods: •Performance Period 1: One-year period from February 1, 2025 through January 31, 2026 (capped at 100% payout). •Performance Period 2: Two-year period from February 1, 2025 through January 31, 2027 (capped at 100% payout). •Performance Period 3: Three-year period from February 1, 2025 through January 31, 2028 (cumulative true-up for Performance Periods 1 and 2 is capped at a maximum of 200% payout). The number of units earned 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. Each earned unit granted pursuant to the PSU awards represents a contingent right to receive one share of our Class A common stock upon settlement.

  67. PSU Awards

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  68. PSU Awards

    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:

  69. PSU Awards

    | Relative TSR for Performance Periods 1 and 2 | Achievement Factor | Performance Period Payout Potential | | Below the 30th percentile of the Index | 0 | — | | At the 30th percentile of the Index | 0.5 | 50% | | At or above the 55th percentile of the Index | 1 | 100% |

  70. PSU Awards

    | Relative TSR for Performance Period 3 | Achievement Factor(1) | Resulting Total Grant Payout | | Below the 30th percentile of the Index | 0 | Sum of Performance Periods 1 & 2 Only | | 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 | 50% of Total Grant | | At the 55th percentile of the Index | 3 less the Prior Achievement Sum | 100% of Total Grant | | At or above the 80th percentile of the Index | 6 less the Prior Achievement Sum | 200% of Total Grant |

  71. 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 target number of PSUs granted. Tying Upside to Long-Term Performance: By capping the payout for Performance Periods 1 and 2 at 100% and taking the Prior Achievement Sum into account for Performance Period 3, we ensure that outsize relative TSR performance is only rewarded in the long-term. If we underperformed in Performance Period 1 but significantly outperformed by Performance Period 3, the final period “catches up” the performance to reward that long-term outperformance at the end of the award. Conversely, if we performed well early but moderated by the end of Performance Period 3, the final payout will decrease accordingly.

  72. PSU Awards

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  73. RSU Awards

    RSU Awards The RSU awards granted to our NEOs in fiscal 2026 vested as to 8.33% of the award on June 15, 2025, with the remaining units vesting in 11 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.

  74. PSU Achievement for Performance Period 1 of Fiscal 2026 PSUs, Performance Period 2 of Fiscal 2025 PSUs and Performance Period 3 of Fiscal 2024 PSUs

    PSU Achievement for Performance Period 1 of Fiscal 2026 PSUs, Performance Period 2 of Fiscal 2025 PSUs and Performance Period 3 of Fiscal 2024 PSUs In February 2026, our compensation committee determined that, based on our TSR relative to the TSR of the Index, the Achievement Factor for the fiscal 2026, fiscal 2025 and fiscal 2024 PSUs were as follows: •The Achievement Factor for Performance Period 1 of the fiscal 2026 PSUs would have been 114% of target, but based on the PSU design, the payout was capped at 100% of target. •The Achievement Factor for Performance Period 2 of the fiscal 2025 PSUs would have been 111% of target, but based on the PSU design, the payout was capped at 100% of target. •The Achievement Factor for Performance Period 3 of the fiscal 2024 PSUs was 161% of target. The equity awards granted to our NEOs in fiscal 2026 are set forth in the “Fiscal 2026 Summary Compensation Table” and the “Fiscal 2026 Grants of Plan-Based Awards Table” below.

  75. 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 Equity Incentive Plan), an eligible participant will be entitled to receive, subject to the timely execution and delivery of an effective general release of claims in favor of our company:

  76. Not in Connection with a Change in Control

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  77. Not in Connection with a Change in Control

    •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.

  78. In Connection with a Change in Control

    In Connection with a Change in Control Our Executive Severance Plan provides that upon (i) the termination of employment of an eligible participant by us other than for cause, death or disability or (ii) the resignation of an eligible participant for “good reason” (as defined in the Executive Severance Plan), in each case within the change-in-control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the timely execution and delivery of an effective general release of claims in favor of our company: •a lump sum cash payment equal to 18 months of base salary for our CEO, 12 months of base salary for our other executive officers and nine months of base salary for the other participants; •a lump sum cash payment equal to the eligible participant’s target annual 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. In addition, 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 participant.

  79. Death-Related Equity Acceleration Policy

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

  80. 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. 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 relative TSR was achieved at target (55th percentile of the Index). •Sale Event: In the event of a Sale Event (as defined in the 2017 Equity Incentive 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 Equity Incentive Plan’s administrator will vest, subject to the participant remaining employed with the company through the effective date of the Sale Event.

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

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  82. Amended and Restated Equity Award Grant Policy

    Amended and Restated Equity Award Grant Policy Our compensation and governance committee has adopted an equity award grant policy (the “Grant Policy”), that establishes the processes for granting stock options, restricted stock, RSUs and other equity-based awards to our executive officers and our employees. We have not granted stock options since fiscal 2022 and do not grant any other option-like awards. We exclusively grant RSUs and PSUs. Accordingly, we have not adopted a formal policy related to the timing of option awards in relation to the release of material nonpublic information and did not grant any stock options or similar option-like instruments to our NEOs during the four business days prior to or the one business day after the filing of our periodic reports or the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information. Our compensation and governance committee has delegated certain limited authority to an equity committee consisting of our CEO, Chief People Officer, CFO and CLO (the “equity committee”). 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 that our compensation and governance committee reviews and approves from time to time and subject to other limitations and requirements. The equity committee may not grant equity awards to its own 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. In line with the Grant Policy, we generally grant RSUs and PSUs on a regularly-scheduled basis to enhance the effectiveness of our internal control over our equity award grant process. Grants of RSUs are generally made monthly and will be effective on the date such grant is approved by our compensation and governance committee or the equity committee, as applicable. From time to time, these committees may grant additional equity-based awards to existing employees for certain purposes, such as employee retention or recognition for significant accomplishments. Our compensation and governance committee and equity committee do not take material nonpublic information into account when determining the timing and terms of any equity awards. We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  83. 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.

  84. 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 and governance 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 and governance 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.

  85. Fiscal 2026 Summary Compensation Table

    Fiscal 2026 Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by and paid to each of our NEOs in fiscal 2026, fiscal 2025 and fiscal 2024.

  86. Fiscal 2026 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Todd McKinnon CEO | 2026 | 595,233 | 35,684,266 | 561,719 | 2,500 | 36,843,718 | | | 2025 | 306,000 | 22,830,706 | 179,010 | 3,742 | 23,319,458 | | | 2024 | 306,000 | 29,530,934 | 169,065 | 6,226 | 30,012,225 | | Brett Tighe CFO | 2026 | 524,308 | 12,848,914 | 336,370 | 4,554 | 13,714,145 | | | 2025 | 490,859 | 13,329,240 | 287,152 | 3,395 | 14,110,646 | | | 2024 | 480,000 | 11,959,365 | 265,200 | 6,004 | 12,710,569 | | Jon Addison CRO | 2026 | 461,910 | 11,242,773 | 692,964 | 452,072 | 12,849,718 | | | 2025 | 383,704 | 4,998,401 | 382,386 | 147,102 | 5,911,593 | | | 2024 | 364,896 | 6,856,102 | 286,132 | 29,113 | 7,536,243 | | Eric Kelleher President and COO | 2026 | 500,000 | 19,273,264 | 320,775 | 4,568 | 20,098,606 | | Larissa Schwartz CLO and Corporate Secretary | 2026 | 491,539 | 11,242,773 | 298,614 | 2,500 | 12,035,425 | | | 2025 | 460,180 | 6,664,621 | 207,081 | 3,742 | 7,335,624 | | | 2024 | 450,000 | 8,441,733 | 191,250 | 5,026 | 9,088,009 |

  87. Fiscal 2026 Summary Compensation Table

    (1)The amounts reported represent the aggregate grant date fair values of the PSUs and RSUs granted to our NEOs in fiscal 2026, fiscal 2025 and fiscal 2024, 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 2026 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 2026, fiscal 2025 and fiscal 2024 consisted of the following:

  88. Fiscal 2026 Summary Compensation Table

    | Fiscal Year of Grant | Expected Term(a) | Stock Price Volatility(b) | | Risk-Free Interest Rate(c) | | | | Company | Index | | | 2026 | 2.84 years | 58.40% | 81.92% | 3.87% |

  89. Fiscal 2026 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 2.84 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 2026 Grants of Plan-Based Awards Table” and “Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table” below. (2)The amounts reported for Messrs. McKinnon, Tighe and Kelleher and Ms. Schwartz for fiscal 2026 represent the aggregate annual performance-based cash incentives earned in fiscal 2026 pursuant to the Bonus Plan and based upon the achievement of certain company metrics. For the reported fiscal years, Messrs. McKinnon, Tighe and Kelleher and Ms. Schwartz received a cash bonus award under the Bonus Plan, and Mr. Addison received a cash bonus award in connection with his participation in the Sales Commission Plan. The fiscal 2026 cash achievement for each NEO is described above in “Compensation Discussion and Analysis–Elements of Our Executive Compensation Program–Annual Performance-Based Incentive Compensation–Fiscal 2026 Performance and Payments.” (3)The amounts attributed to each NEO under “All Other Compensation” for fiscal 2026 are set forth below:

  90. Fiscal 2026 Summary Compensation Table

    | | 401(k) Contributions ($)(a) | Other Benefits ($)(b) | Total ($) | | Todd McKinnon | 2,500 | — | 2,500 | | Brett Tighe | 4,554 | — | 4,554 | | Jon Addison | — | 452,072 | 452,072 | | Eric Kelleher | 4,568 | — | 4,568 | | Larissa Schwartz | 2,500 | — | 2,500 |

  91. Fiscal 2026 Summary Compensation Table

    (a) Includes 401(k) matching contributions by the company, which were made on the same basis as for other employees in the 401(k) plan. (b) Includes payments made by the company in connection with Mr. Addison's relocation to the United States at the request of the company: $31,733 for tax return preparation services; $82,859 for temporary housing assistance, of which $39,620 consisted of monthly rent reimbursements and $43,239 consisted of a tax gross-up payment; and $337,480 in unanticipated California state taxes that Mr. Addison incurred as a result of his relocation (the "state tax liability"). The compensation committee approved a one-time payment of $152,500 to cover the amount of the state tax liability and $184,980 to cover related tax gross-up payments.

  92. Fiscal 2026 Summary Compensation Table

    | Okta, Inc. | 2026 Proxy Statement | 45 |

  93. Fiscal 2026 Grants of Plan-Based Awards Table

    Fiscal 2026 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 2026.

  94. Fiscal 2026 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 (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Todd McKinnon | Annual Cash | — | 136,588 | 569,118 | 682,942 | — | — | — | — | — | | | Annual RSU(4) | 3/30/2025 | — | — | — | — | — | — | 88,702 | 9,578,929 | | | Annual PSU | 3/30/2025 | — | — | — | 22,175 | 133,052 | 266,104 | — | 26,105,337 | | Brett Tighe | Annual Cash | — | 81,792 | 340,800 | 408,960 | — | — | — | — | — | | | Annual RSU(4) | 3/30/2025 | — | — | — | — | — | — | 42,239 | 4,561,390 | | | Annual PSU | 3/30/2025 | — | — | — | 7,040 | 42,239 | 84,478 | — | 8,287,524 | | Jon Addison | Annual Cash | — | — | 461,910 | — | — | — | — | — | — | | | Annual RSU(4) | 3/30/2025 | — | — | — | — | — | — | 36,959 | 3,991,202 | | | Annual PSU | 3/30/2025 | — | — | — | 6,160 | 36,959 | 73,918 | — | 7,251,570 | | Eric Kelleher | Annual Cash | — | 78,000 | 325,000 | 390,000 | — | — | — | — | — | | | Annual RSU(4) | 3/30/2025 | — | — | — | — | — | — | 63,358 | 6,842,030 | | | Annual PSU | 3/30/2025 | — | — | — | 10,560 | 63,358 | 126,716 | — | 12,431,233 | | Larissa Schwartz | Annual Cash | — | 72,611 | 302,547 | 363,057 | — | — | — | — | — | | | Annual RSU(4) | 3/30/2025 | — | — | — | — | — | — | 36,959 | 3,991,202 | | | Annual PSU | 3/30/2025 | — | — | — | 6,160 | 36,959 | 73,918 | — | 7,251,570 |

  95. Fiscal 2026 Grants of Plan-Based Awards Table

    (1)This column sets forth the fiscal 2026 target bonus amount for each of Messrs. McKinnon, Tighe and Kelleher 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. 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 2026 net annualized recurring revenue objectives. There are no threshold and maximum payouts under the Sales Commission Plan. (2)These columns show the number of shares that could be earned under the PSUs at the threshold, target and maximum levels of performance. (3)The amounts reported represent the aggregate grant date fair values of equity awards granted to our NEOs in fiscal 2026, 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 2026 Annual Report and (b) PSUs are set forth in footnote 2 of the “Fiscal 2026 Summary Compensation Table” above. These amounts do not necessarily correspond to the actual values recognized by our NEOs. (4)These annual RSU awards vested as to 8.33% of the shares of Class A common stock underlying the RSU award on June 15, 2025 and vest as to the remainder of the shares in 11 equal quarterly installments thereafter, in each case, subject to continuous service.

  96. Fiscal 2026 Grants of Plan-Based Awards Table

    | 46 | 2026 Proxy Statement | Okta, Inc. |

  97. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2026 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, 2026.

  98. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards(1)(2) | | | | Stock Awards(1)(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 | | Exercisable (#) | Unexercisable (#) | | | | | | | | Todd McKinnon | 2/1/2019(5) | 32,251 | — | 82.16 | 3/24/2029 | — | — | — | — | | | 2/1/2020(5) | 48,372 | — | 142.47 | 4/14/2030 | — | — | — | — | | | 2/1/2021(5) | 191,001 | — | 274.96 | 4/21/2031 | — | — | — | — | | | 3/15/2023(6) | — | — | — | — | 10,506 | 887,547 | — | — | | | 3/15/2024(6) | — | — | — | — | 25,177 | 2,126,953 | — | — | | | 3/15/2025(6) | — | — | — | — | 66,527 | 5,620,201 | — | — | | | 3/15/2026(7) | — | — | — | — | 193,860 | 16,377,293 | — | — | | | 2/1/2024 | — | — | — | — | — | — | 120,847 | 10,209,155 | | | 2/1/2025 | — | — | — | — | — | — | 221,754 | 18,733,778 | | Brett Tighe | 3/15/2022(8) | — | — | — | — | 4,581 | 387,003 | — | — | | | 3/15/2023(6) | — | — | — | — | 6,298 | 532,055 | — | — | | | 3/15/2024(6) | — | — | — | — | 19,367 | 1,636,124 | — | — | | | 3/15/2025(6) | — | — | — | — | 31,680 | 2,676,326 | — | — | | | 3/15/2026(7) | — | — | — | — | 64,798 | 5,474,135 | — | — | | | 2/1/2024 | — | — | — | — | — | — | 61,974 | 5,235,564 | | | 2/1/2025 | — | — | — | — | — | — | 70,399 | 5,947,308 | | Jon Addison | 3/15/2022(8) | — | — | — | — | 849 | 71,724 | — | — | | | 3/15/2023(6) | — | — | — | — | 3,318 | 280,305 | — | — | | | 12/15/2023(6) | — | — | — | — | 14,364 | 1,213,471 | — | — | | | 3/15/2024(6) | — | — | — | — | 7,263 | 613,578 | — | — | | | 3/15/2025(6) | — | — | — | — | 27,720 | 2,341,786 | — | — | | | 3/15/2026(7) | — | — | — | — | 18,129 | 1,531,538 | — | — | | | 2/1/2024 | — | — | — | — | — | — | 23,240 | 1,963,315 | | | 2/1/2025 | — | — | — | — | — | — | 61,599 | 5,203,884 | | Eric Kelleher | 10/20/2016(5) | 2,409 | — | 8.97 | 10/23/2026 | — | — | — | — | | | 10/1/2020(5) | 2,955 | — | 211.86 | 9/21/2030 | — | — | — | — | | | 2/1/2021(5) | 6,792 | — | 274.96 | 4/21/2031 | — | — | — | — | | | 9/15/2021(5) | 12,587 | — | 255.38 | 9/22/2031 | — | — | — | — | | | 3/15/2022(8) | — | — | — | — | 1,188 | 100,362 | — | — | | | 3/15/2023(6) | — | — | — | — | 9,953 | 840,829 | — | — | | | 3/15/2024(6) | — | — | — | — | 24,209 | 2,045,176 | — | — | | | 3/15/2025(6) | — | — | — | — | 47,519 | 4,014,405 | — | — | | | 3/15/2026(7) | — | — | — | — | 21,119 | 1,784,133 | — | — | | | 2/1/2025 | — | — | — | — | — | — | 105,597 | 8,920,835 | | Larissa Schwartz | 3/15/2022(8) | — | — | — | — | 109 | 9,208 | — | — | | | 3/15/2023(6) | — | — | — | — | 4,446 | 375,598 | — | — |

  99. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table

    | Okta, Inc. | 2026 Proxy Statement | 47 |

  100. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table

    | 3/15/2024(6) | — | — | — | — | 9,684 | 818,104 | — | — | | 3/15/2025(6) | — | — | — | — | 27,720 | 2,341,786 | — | — | | 3/15/2026(7) | — | — | — | — | 44,930 | 3,795,686 | | | | 2/1/2024 | — | — | — | — | — | — | 30,987 | 2,617,782 | | 2/1/2025 | — | — | — | — | — | — | 61,599 | 5,203,884 |

  101. Fiscal 2026 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 Equity Incentive 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, 2026, based on the closing price of our Class A common stock, as reported on Nasdaq, of $84.48 per share on January 31, 2026. (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. The number of shares reported is maximum achievement for PSUs having a vesting commencement date of February 1, 2023, February 1, 2024 and February 1, 2025, based on the prior performance period being achieved below and above target, respectively. (5)The stock options are fully vested and exercisable. (6)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. (7)Represent earned PSUs that vest on March 15, 2026, subject to continuous service. (8)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.

  102. Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table

    | 48 | 2026 Proxy Statement | Okta, Inc. |

  103. Fiscal 2026 Option Exercises and Stock Vested Table

    Fiscal 2026 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 exercise of stock options and the vesting of RSUs, and the related value realized upon such exercise or vesting during fiscal 2026.

  104. Fiscal 2026 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Todd McKinnon | 460,080 | 46,470,450 | 158,253 | 16,411,162 | | Brett Tighe | — | — | 110,205 | 11,287,961 | | Jon Addison | — | — | 56,161 | 5,505,314 | | Eric Kelleher | 7,229 | 580,908 | 81,099 | 7,815,380 | | Larissa Schwartz | 25,061 | 2,241,400 | 53,135 | 5,376,729 |

  105. Fiscal 2026 Option Exercises and Stock Vested Table

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

  106. Pension Benefits

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

  107. 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.

  108. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  109. 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 2026 (our “CEO pay ratio”). •The median of the annual total compensation of all employees of our company (other than our CEO) was $205,371 •The annual total compensation of our CEO was $36,843,718 •Our CEO pay ratio was 179 to 1 This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. To identify the median employee in fiscal 2026, we examined the compensation of all our full-time and part-time employees (other than our CEO) as of January 31, 2026, the last day of fiscal 2026. 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 52 interns, we did not have any temporary or seasonal employees as of January 31, 2026. 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, 2025 through January 31, 2026 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 “Fiscal 2026 Summary Compensation Table” above. Payments not made in U.S. dollars were converted to U.S. dollars using a currency exchange rate as of January 31, 2026. 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 2026 annual total compensation using the same methodology that we use for our NEOs as set forth in the “Fiscal 2026 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 2026 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.

  110. CEO Pay Ratio Disclosure

    | Okta, Inc. | 2026 Proxy Statement | 51 |

  111. 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 ended January 31, 2022 (“fiscal 2022”), the fiscal year ended January 31, 2023 (“fiscal 2023”), fiscal 2024, fiscal 2025 and fiscal 2026, 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.

  112. Pay Versus Performance Table

    | Pay Versus Performance | | | | | | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to 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) | | | | 2026 | $36,843,718 | $15,700,084 | $14,674,474 | $9,265,113 | $33 | $256 | $235,000,000 | $2,919,000,000 | | 2025 | $23,319,458 | $24,437,894 | $7,400,901 | $7,644,207 | $36 | $204 | $28,000,000 | $2,610,000,000 | | 2024 | $30,012,225 | $30,397,098 | $7,739,145 | $7,822,230 | $32 | $160 | -$355,000,000 | $2,263,000,000 | | 2023 | $412,190 | -$21,077,609 | $11,677,001 | -$425,392 | $28 | $107 | -$815,000,000 | $1,858,000,000 | | 2022 | $31,820,477 | $7,266,404 | $15,547,789 | $6,358,859 | $76 | $126 | -$848,000,000 | $1,300,000,000 |

  113. Pay Versus Performance Table

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

  114. Pay Versus Performance Table

    | Fiscal Year | PEO (CEO) | Non-PEO NEOs | | 2026 | Todd McKinnon | Brett Tighe, Jon Addison, Eric Kelleher, Larissa Schwartz | | 2025 | Todd McKinnon | Brett Tighe, Jon Addison, Shibu Ninan, Larissa Schwartz | | 2024 | Todd McKinnon | Brett Tighe, Jon Addison, Shibu Ninan, Larissa Schwartz | | 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 |

  115. 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.

  116. Pay Versus Performance Table

    | 52 | 2026 Proxy Statement | Okta, Inc. |

  117. Pay Versus Performance Table

    (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:

  118. Pay Versus Performance Table

    | PEO | | | | | | | | | | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | | | Summary Compensation Table - Total Compensation(a) | $31,820,477 | $412,190 | $30,012,225 | $23,319,458 | $36,843,718 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $31,311,842 | $0 | $29,530,934 | -$22,830,706 | -$35,684,266 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $18,370,703 | $0 | $25,972,540 | $18,477,188 | $23,559,209 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | -$6,877,916 | -$12,500,749 | $528,230 | $2,878,384 | -$12,608,428 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $0 | $0 | $2,559,648 | $1,237,653 | $2,044,456 | | + | 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) | -$4,735,019 | -$8,989,050 | $855,389 | $1,355,917 | $1,545,395 | | — | 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 | $0 | | = | Compensation Actually Paid | $7,266,404 | -$21,077,609 | $30,397,098 | $24,437,894 | $15,700,084 |

  119. 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. 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.

  120. Pay Versus Performance Table

    | Okta, Inc. | 2026 Proxy Statement | 53 |

  121. Pay Versus Performance Table

    (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:

  122. Pay Versus Performance Table

    | Non-PEO NEO Average | | | | | | | | | | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | | | Summary Compensation Table - Total Compensation(a) | $15,547,789 | $11,677,001 | $7,739,145 | $7,400,901 | $14,674,474 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $14,950,405 | $11,087,422 | $7,078,132 | -$6,664,621 | -$13,651,931 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $6,586,929 | $4,189,535 | $6,013,279 | $5,285,270 | $8,894,492 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | -$1,740,914 | -$2,399,986 | $127,198 | $799,605 | -$2,126,125 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $2,647,596 | $578,225 | $890,316 | $476,028 | $1,034,349 | | + | 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) | -$940,687 | -$3,382,745 | $130,424 | $347,025 | $439,855 | | — | 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) | $791,448 | $0 | $0 | $0 | $0 | | = | Compensation Actually Paid | $6,358,859 | -$425,392 | $7,822,230 | $7,644,207 | $9,265,113 |

  123. 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. c.Represents the average aggregate fair value as of the indicated fiscal year-end of our Non-PEO NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC Topic 718. d.Represents the average aggregate change in fair value (from the prior fiscal year-end) during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by our Non-PEO NEOs as of the last day of the indicated fiscal year, computed in accordance with ASC Topic 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the indicated fiscal year. e.Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to our Non-PEO NEOs and vested during the indicated fiscal year, computed in accordance with ASC Topic 718. f.Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by our Non-PEO NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with ASC Topic 718. g.Represents the average aggregate fair value as of the last day of the prior fiscal year of our Non-PEO NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC Topic 718. (6)Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on January 31, 2021 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 used in the Bonus Plan.

  124. Pay Versus Performance Table

    | 54 | 2026 Proxy Statement | Okta, Inc. |