false000166013400016601342025-02-102025-02-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)
February 10, 2025
___________________________________
Okta, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware001-3804426-4175727
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

100 First Street, Suite 600
San Francisco, California 94105
(Address of principal executive offices)

(888) 722-7871
(Registrant's telephone number, including area code)

___________________________________

___________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareOKTAThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Operating Officer

On February 10, 2025, Okta, Inc. (the “Company”) announced that Eric Kelleher, age 53, became the Company’s President and Chief Operating Officer (“COO”) on February 1, 2025. In this position, he will serve as the Company’s principal operating officer. Mr. Kelleher previously served as the Company’s President, Customer Experience and Communication from February 2024 to January 2025, as Chief Customer Officer from October 2020 to January 2024, as Senior Vice President, Customer First from December 2019 to September 2020, and as Senior Vice President, Global Services from October 2016 to December 2019. Prior to joining the Company, Mr. Kelleher held various leadership roles at SaaS software companies, including at Salesforce.com, Inc., a cloud-based customer relationship management company, and at LinkedIn Corporation, a professional networking site. Mr. Kelleher holds a Master of Science degree in computer science from Stanford University and a Bachelor of Science degree in computer science and economics from Georgetown University.

In connection with Mr. Kelleher’s appointment as COO, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors has determined that Mr. Kelleher will (i) receive an annual base salary of $500,000, (ii) participate in the Company’s Amended and Restated Senior Executive Incentive Bonus Plan with an annual target of 65% of his base salary, and (iii) participate in the Company’s Executive Severance Plan. In addition, the Compensation Committee will grant Mr. Kelleher time-based restricted stock units and performance-based restricted stock units valued at $12 million in connection with the Company’s upcoming executive officer merit cycle. Such equity awards will vest on the applicable vesting dates to be determined by the Compensation Committee and subject to Mr. Kelleher’s continued employment with the Company. Mr. Kelleher did not receive any additional compensation in connection with his appointment as COO. The Company will also enter into its standard form of indemnification agreement with Mr. Kelleher.

There are no arrangements or understandings between Mr. Kelleher and any other persons pursuant to which he was appointed as COO of the Company. There are no family relationships between Mr. Kelleher and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Mr. Kelleher pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Kelleher is attached hereto as Exhibit 99.1.







Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
Press release dated February 10, 2025, issued by Okta, Inc.
104Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 10th day of February 2025.
Okta, Inc.
  
By:/s/ Larissa Schwartz
Name:Larissa Schwartz
Title:Chief Legal Officer and Corporate Secretary
 

Exhibit 99.1
Okta Appoints Eric Kelleher as President and Chief Operating Officer
Kelleher to help drive Okta’s growth through operational excellence in new role; Eugenio Pace to retire from role as President, Business Operations
SAN FRANCISCO – February 10, 2025 – Okta, Inc. (NASDAQ:OKTA), the leading independent identity partner, today announced the appointment of Eric Kelleher as President and Chief Operating Officer (COO). In this new role, Kelleher will continue to report to CEO and co-founder Todd McKinnon. He will now oversee Okta’s Marketing, Customer First, Company Operations, GTM Strategy & Operations, Business Technology, Data & Insights, Communications, and Okta for Good teams.
In addition, Eugenio Pace, Okta’s President, Business Operations, has decided to retire at the end of March 2025 after nearly four years of exceptional leadership at Okta following the company’s acquisition of Auth0.
“Eric’s results-driven approach, combined with his ability to unite teams and drive world-class customer satisfaction, makes him the ideal person to step into this new role as COO,” said Todd McKinnon, Chief Executive Officer and co-founder of Okta. “I know Eric, with eight years of trusted leadership at Okta, will find new ways for us to operate with focus and efficiency.”
Kelleher has been with Okta since 2016 and will be forming a new Office of the COO organization focused on reigniting growth, championing the Okta Secure Identity Commitment, and building on Okta’s reputation as the World’s Identity Company. He previously served as President, Customer Experience & Communications, where he was pivotal in driving growth, delivering great customer experiences, building brand loyalty, and raising industry awareness of the importance of identity. He has spent more than 25 years leading customer teams and SaaS companies through growth.
“I am grateful for the opportunity to step into this role at such a pivotal moment for Okta as we continue to lead the identity and cybersecurity industry,” said Kelleher. “Okta already secures identity for more than 19,450 customers around the world. As we continue to scale, operational rigor and delivering exceptional value to customers will be the key to unlocking new opportunities for our growth.”
About Eric Kelleher
Eric brings over 25 years of customer and global brand experience at successful SaaS companies including Okta, Salesforce, and LinkedIn. In his prior role at Okta serving as President, Customer Experience and Communications, Eric was responsible for overseeing the Customer First, Marketing and Communications teams, and for co-leading Okta’s go-to-market strategy in partnership with the Chief Revenue Officer. Over his 8 years at Okta, he has helped scale revenues from $150M to over $2B. Eric joined Okta from LinkedIn, where he built their first Customer Success organization and helped grow the Talent Solutions business to over $2B in


revenue. During his 11 years at Salesforce, he helped shape the SaaS playbook for cultivating a successful enterprise subscriber base, and helped the company grow from $50M to $4B in revenue. Eric has a Bachelor’s degree in Computer Science and Economics from Georgetown University and a Master’s degree in Computer Science from Stanford.
About Okta
Okta, Inc. is The World’s Identity Company™. We secure Identity, so everyone is free to safely use any technology. Our customer and workforce solutions empower businesses and developers to use the power of Identity to drive security, efficiencies, and success — all while protecting their users, employees, and partners. Learn why the world’s leading brands trust Okta for authentication, authorization, and more at okta.com.

Media Contact:
Kyrk Storer
press@okta.com

Investor Contact:    
Dave Gennarelli
investor@okta.com



v3.25.0.1
Cover Page
Feb. 10, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 10, 2025
Entity Registrant Name Okta, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38044
Entity Tax Identification Number 26-4175727
Entity Address, Address Line One 100 First Street, Suite 600
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
City Area Code 888
Local Phone Number 722-7871
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol OKTA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001660134
Grafico Azioni Okta (NASDAQ:OKTA)
Storico
Da Gen 2025 a Feb 2025 Clicca qui per i Grafici di Okta
Grafico Azioni Okta (NASDAQ:OKTA)
Storico
Da Feb 2024 a Feb 2025 Clicca qui per i Grafici di Okta