Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of New Director
Effective May 25, 2021, the Board of Directors (the "Board") of Okta, Inc. (the
"Company"), upon the recommendation of the Board's Nominating and Corporate
Governance Committee, expanded the size of the Board to ten members and
appointed Jeff Epstein to the Board as a Class II director. Mr. Epstein will
serve until the Company's 2022 Annual Meeting of Stockholders or until his
successor has been duly elected and qualified. Mr. Epstein was appointed to the
Board's Audit Committee and succeeded Shellye Archambeau as its Chairperson.
Ms. Archambeau remains a member of the Audit Committee.
There is no arrangement or understanding between Mr. Epstein and any other
persons pursuant to which Mr. Epstein was appointed as a director. Furthermore,
there are no transactions between Mr. Epstein and the Company that would be
required to be reported under Item 404(a) of Regulation S-K.
Mr. Epstein will participate in the Company's standard non-employee director
compensation arrangements. Under the terms of those arrangements, Mr. Epstein
will receive, among other things, annual compensation of $30,000 for his service
on the Board, annual compensation of $20,000 for his service as Chairperson of
the Audit Committee and an initial grant of 1,434 restricted stock units that
vest annually over three years, subject to continuous service.
The Company has entered into its standard form of indemnification agreement with
Mr. Epstein.
A copy of the press release announcing the appointment of Mr. Epstein to the
Board is attached hereto as Exhibit 99.1.
Chief Financial Officer Transition
On May 26, 2021, the Company announced that Michael Kourey is stepping down from
his role of Chief Financial Officer, effective June 1, 2021, following over five
years of service with the Company, including as a member of the Board from
October 2015 to February 2021, and most recently as Chief Financial Officer of
the Company. Mr. Kourey plans to remain as an employee through June 4, 2021 and
then will continue as an advisor to the Company.
In accordance with a transition agreement entered into with Mr. Kourey, in
exchange for Mr. Kourey's advisory services and a release of claims against the
Company and its affiliates, the Company will make a cash payment to Mr. Kourey
in the amount of $495,000, which constitutes nine months of Mr. Kourey's base
salary and target bonus opportunity, and an additional amount equal to the
premiums Mr. Kourey would need to pay for continued healthcare coverage for nine
months, grossed up for taxes. In addition, the vesting of certain of
Mr. Kourey's equity awards will be accelerated under the terms of the transition
agreement, resulting in the vesting of 5,826 restricted stock units and options
to purchase 13,050 shares of Class A common stock on June 15, 2021. Mr. Kourey's
outstanding award of 1,064 restricted stock units granted in connection with his
service as a director will vest pursuant to its terms on June 16, 2021.
Mr. Kourey's vested and outstanding stock options, including 60,000 stock
options he received in connection with his service as a director and that were
fully vested in October 2019, will remain exercisable for three months after he
ceases to provide advisory services to the Company.
The foregoing description of the transition agreement is not a complete
description of all terms of the transition agreement and is qualified in its
entirety by reference to the full text of the transition agreement, a copy of
which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the three months ending July 31, 2021 and is incorporated by reference
herein.
The Company also announced that Brett Tighe, currently the Company's Senior Vice
President of Finance and Treasurer, will succeed Mr. Kourey as the Company's
Chief Financial Officer on an interim basis effective June 1, 2021. Prior to his
current role, Mr. Tighe, 41, served as Vice President, FP&A from June 2016 to
May 2017 and as head of worldwide FP&A from April 2015 to May 2016. From May
2004 to March 2015, Mr. Tighe served in various finance roles, most recently as
Senior Director, Corporate Finance & Strategy, at salesforce.com, inc., a
cloud-based customer relationship management company. Mr. Tighe holds a Masters
of Business Administration from the University of San Francisco and a Bachelor
of Arts from the University of California, Santa Barbara.
In connection with Mr. Tighe's appointment as interim Chief Financial Officer,
the Board's Compensation Committee (i) approved an annual base salary of
$400,000 effective June 1, 2021, (ii) confirmed his eligibility to participate
in the Company's Amended and Restated Senior Executive Incentive Bonus Plan as
of June 1, 2021 with an annual target amount of 65% of his new base salary and
(iii) confirmed his eligibility to participate in the Company's Executive
Severance Plan. Additionally, the Compensation Committee approved granting
Mr. Tighe an award of restricted stock units covering shares of Company Class A
common stock valued at $4 million, based on the average
--------------------------------------------------------------------------------
closing trading price of the Company's Class A common stock over the month of
June 2021, that will vest quarterly over one year, subject to Mr. Tighe's
continued employment with the Company on the applicable vesting dates. The
Company will also enter into its standard form of indemnification agreement with
Mr. Tighe.
There are no arrangements or understandings between Mr. Tighe and any other
persons pursuant to which he was appointed as the interim Chief Financial
Officer of the Company. There are no family relationships between Mr. Tighe 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. Tighe pursuant to Item 404(a) of Regulation S-K.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press release dated May 26, 2021, issued by Okta, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
OKTA, INC. 
