On December 18, 2025, the Board of Directors of Okta, Inc., upon the recommendation of its Nominating and Corporate Governance Committee (the ?Nominating Committee?), expanded the size of the Board from 10 to 11 directors and appointed Rob Bernshteyn and Paul Sagan as independent directors to the Board, effective December 19, 2025. Mr. Bernshteyn was appointed as a Class II director to serve until the Company?s 2028 Annual Meeting of Stockholders and Mr. Sagan was appointed as a Class I director to serve until the Company?s 2027 Annual Meeting of Stockholders, each to hold such office until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The Board appointed Mr. Bernshteyn to the Audit Committee and the Cybersecurity Risk Committee and appointed Mr. Sagan to the Compensation Committee and the Nominating Committee.
Additionally, on December 15, 2025, Mary Agnes (Maggie) Wilderotter resigned from the Board on December 15, 2025 for reasons unforeseen at the time of her joining. Ms. Wilderotter?s resignation is not the result of disagreement with the Company on any matters relating to its operations, policies or practices. Rob Bernshteyn is a General Partner at ICONIQ Capital, a venture capital firm, which he joined in February 2024.
Mr. Bernshteyn has over three decades of experience in the business software industry. From February 2009 to May 2023, Mr. Bernshteyn served as Chief Executive Officer and Chair of the Board of Directors at Coupa Software Inc., a provider of business spend management. From June 2004 to February 2009, he held various roles at SuccessFactors Inc., a cloud-based HCM solution provider, most recently as VP, Global Product Marketing & Management.
From June 2001 to May 2004, Mr. Bernshteyn served as Director of Product Management at Siebel Systems, Inc. Mr. Bernshteyn has served on the board of directors of PTC, Inc., a global technology provider of internet of things and augmented reality platforms, since September 2024. Mr. Bernshteyn previously served on the board of directors of Medallia, Inc. from June 2019 to October 2021. Paul Sagan is a Catalyst Advisor at General Catalyst, a global venture capital and private equity firm, where he advises internet software, services and infrastructure companies on strategy and execution.
Mr. Sagan joined General Catalyst in 2014 as an Executive in Residence and served as a Managing Director from 2018 to 2020. Previously, Mr. Sagan held various leadership roles at Akamai Technologies, Inc., a publicly-traded cloud computing and cybersecurity company. Akamai?s fifteenth employee, Mr. Sagan was Chief Operating Officer from 1998 to 2005 and Chief Executive Officer from 2005 to 2013.
He was elected to the board of directors in January 2005 and served as Vice Chairman from 2013 until 2015. Mr. Sagan began his career in broadcast television news. From 1991 and 1996, he was a senior leader at Time Warner, Inc. a former multimedia entertainment company, where he helped establish the first consumer broadband service, one of the first web portals for internet advertising, and a 24-hour cable news service.
A seasoned public company director, Mr. Sagan currently serves on the board of Moderna and Thomson Reuters. He was a director of VMWare from 2014 until its acquisition by Broadcom in November 2023, serving as lead independent director from February 2015 to November 2023, and previously was a director of Digitas, Dow Jones, EMC and iRobot.
