Anthony Bates
Independent
Tenure on this board
New nominee
2 nominees · 4 ballot items.
Elect two Class III directors; ratify Ernst & Young LLP as independent auditors; approve, on an advisory non-binding basis, the compensation of the company’s named executive officers (Say-on-Pay); and approve an amendment to the 2017 Equity Incentive Plan.
Elect two Class III directors (Anthony Bates and David Schellhase) to hold office until the 2029 Annual Meeting or until their successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as Okta’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Advisory (non-binding) approval of the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory Say-on-Pay asks shareholders to approve the overall compensation of Okta’s named executive officers as disclosed in the proxy, encompassing base salary, annual cash incentives, and long-term equity awards such as performance-based restricted stock units (PSUs) and RSUs. Management is submitting the proposal to obtain shareholder feedback and to demonstrate support for its pay-for-performance philosophy, which emphasizes significant at-risk, equity-based compensation tied to relative total shareholder return and company financial metrics. The proxy discloses meaningful recent changes: a substantial CEO base salary increase (bringing his salary into market range), increases to other NEO base salaries, funded annual bonus payouts tied to revenue and non-GAAP operating income, and a long-term PSU program with multi-year TSR-based tranches. The compensation committee retained an independent consultant, maintains stock ownership guidelines and clawback policies, and uses peer benchmarking and performance measures to set targets, underscoring governance processes intended to align pay with shareholder interests. The vote is non-binding, but the board and compensation committee state they will consider the outcome when making future decisions; historically Okta has received strong support (94.6% in 2025), which reduces the likelihood of immediate program changes. Important governance features include caps on annual incentive payouts, multi-year PSU design with capped near-term payouts and true-up mechanics to reward sustained long-term outperformance, and removal of single-trigger change-in-control cash payments. If shareholders withhold support, the board may engage further with investors and could adjust plan design or disclosure to address concerns; conversely, strong support validates the committee’s approach. Analysts evaluating the proposal should weigh Okta’s recent financial performance improvements, the heavy weighting toward performance-based equity, the CEO pay adjustment timing and magnitude, and the historical shareholder support when assessing whether the current design appropriately balances retention, incentives, and shareholder alignment.
Approve an amendment to the 2017 Equity Incentive Plan (the "Amendment") that removes the automatic evergreen share increase, modifies share recycling rules for options and SARs, removes the plan termination date, and makes other technical and administrative updates, while keeping the existing share reserve unchanged.
This management proposal seeks shareholder approval of an amendment to Okta’s 2017 Equity Incentive Plan that makes several structural and administrative changes while keeping the existing share reserve unchanged. Management requests approval primarily to remove the plan’s automatic “evergreen” annual share increase and to tighten the recycling treatment for shares related to options and SARs—changes that reduce automatic share replenishment mechanics and therefore may be seen as governance- and shareholder-friendly. The Amendment also removes the plan termination date so the plan will continue until terminated by the board (with a 10‑year limit on future ISOs), and it codifies prohibitions on option repricing or certain cash exchanges without shareholder approval, strengthening shareholder protections. Board analysis states the current share reserve (59,058,686 shares, with ~48.15M available as of April 1, 2026) is expected to support roughly four to five years of grants based on historical burn rates, and the board considered burn rate, overhang and hiring needs in concluding the reserve is appropriate. From a compensation perspective, maintaining the ability to grant equity is important for retention and recruiting in competitive labor markets; the amendment aims to balance that need with greater investor protections and administrative modernization. The proposal is also required to satisfy Nasdaq stockholder approval requirements for certain plan changes and to align plan mechanics with post-IPO realities and tax code changes (removal of Section 162(m) performance-based rules). Analysts should weigh the trade-off: the amendment stops evergreen dilution while preserving the current pool—limiting automatic dilution but leaving open the potential need for future share increase proposals if hiring or grant practices change. Overall, the Amendment represents a moderate governance improvement (no repricing without approval, limited recycling) while preserving Okta’s ability to grant competitive equity awards critical for long-term incentive alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.2% | 10,791,855 | $849M |
| 2 | FMR LLC | 5.8% | 10,005,144 | $788M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 9,231,099 | $727M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 7,587,698 | $597M |
| 5 | STATE STREET CORP | 3.5% | 6,109,776 | $481M |
| 6 | BlackRock, Inc. | 2.7% | 4,747,233 | $374M |
| 7 | FIRST TRUST ADVISORS LP | 2.4% | 4,194,608 | $330M |
| 8 | CITADEL ADVISORS LLC | 1.9% | 3,387,683 | $267M |
| 9 | Allspring Global Investments Holdings, LLC | 1.9% | 3,315,957 | $262M |
| 10 | AMERICAN CENTURY COMPANIES INC | 1.8% | 3,059,944 | $241M |
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