Okta Appoints Helen Riley to Board of Directors; Emilie Choi Resigns

Executive Summary

On September 18, 2026, Okta, Inc. filed a Form 8-K under Item 5.02 detailing changes to its Board of Directors:

1. Director Resignation: On September 14, 2026, Class I director Emilie Choi submitted her resignation effective immediately. The filing affirms that her departure did not arise from any disagreement with the company on matters relating to its operations, policies, or practices.
2. Director Appointment: On September 17, 2026, the Board appointed Helen Riley as an independent Class I director and a member of the Audit Committee, effective September 18, 2026. Her term will run until the 2027 Annual Meeting of Stockholders.

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Director Background & Context

• Helen Riley serves as Chief Financial Officer and Chief Operating Officer at X (The Moonshot Factory), an Alphabet subsidiary, with more than two decades of senior finance and operational leadership across Google and Alphabet.
• She brings prior public company board experience from Eventbrite, Inc. (July 2018 – April 2026) and Marqeta, Inc. (May 2020 – June 2025).

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Compensation & Governance Terms

• Annual Cash Retainers:
  • $35,000 for service as a non-employee director on the Board.
  • $13,000 for service on the Audit Committee.
• Equity Compensation: An initial grant of 2,907 restricted stock units (RSUs) vesting annually over three years, conditioned upon continuous service.
• Agreements: Execution of Okta's standard non-employee director indemnification agreement. No related-party transactions under Item 404(a) of Regulation S-K were reported.

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Market & Trading Significance

• Significance: Low.
• This transition represents normal corporate governance activity. The appointment of an experienced enterprise technology finance executive with deep AI and operational credentials bolsters Okta's Audit Committee oversight without altering near-term corporate strategy or capital allocation.