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Okta 8-K Report, Executive Changes (Feb 10, 2025)

Reports
Leadership Changes·Exhibits & Filings
Filing Date
Filed February 10, 2025
Period End
February 10, 2025
Security
OKTA
In the record · 2017–202610-K910-Q298-K83

OKTA filed 9 annual reports (10-K), 29 quarterly reports (10-Q) and 83 current reports (8-K) between 2017 and 2026.

  1. Material agreement8-K · Feb ’18Feb ’18
  2. Material agreement8-K · Mar ’21Mar ’21
  3. Leadership change8-K · Apr ’23Apr ’23
  4. Leadership change8-K · Sep ’26Sep ’26

Summary

Summary of the 8-K filed February 10, 2025. Cited figures are marked; the original filing is the authoritative source.

Okta, Inc. filed this Form 8-K on February 10, 2025 to announce that Eric Kelleher became President and Chief Operating Officer effective February 1, 2025, serving as the company's principal operating officer.

Kelleher previously served as President, Customer Experience and Communication from February 2024 to January 2025, and as Chief Customer Officer from October 2020 to January 2024. He continues to report to CEO and co-founder Todd McKinnon, and will oversee Marketing, Customer First, Company Operations, GTM Strategy & Operations, Business Technology, Data & Insights, Communications, and Okta for Good teams, while forming a new Office of the COO focused on reigniting growth. Compensation for the role includes an annual base salary of $500,000,a participation in the Amended and Restated Senior Executive Incentive Bonus Plan with an annual target of 65% of base salary, and participation in the Executive Severance Plan.

The Compensation Committee also approved time-based and performance-based restricted stock units valued at $12 millionb, to be granted in connection with the upcoming executive officer merit cycle. The filing states Kelleher received no additional compensation for the appointment.

The filing also states that Eugenio Pace, President, Business Operations, will retire at the end of March 2025. The press release attached as Exhibit 99.1 notes that Kelleher has been with Okta since 2016 and that the company secures identity for more than 19,450 customers.

Key Highlights

  1. Eric Kelleher became President and Chief Operating Officer effective February 1, 2025, serving as Okta's principal operating officer.
  2. Kelleher will continue reporting to CEO Todd McKinnon and oversee eight functional teams, including Marketing, Customer First, and Business Technology.
  3. Base salary set at $500,000, with an annual bonus target of 65% of base salary under the Senior Executive Incentive Bonus Plan.
  4. Equity awards of time-based and performance-based restricted stock units valued at $12 million will be granted in connection with the upcoming executive officer merit cycle.
  5. Eugenio Pace, President, Business Operations, will retire at the end of March 2025.
  6. Kelleher has been with Okta since 2016 and previously held roles including Chief Customer Officer from October 2020 to January 2024.
  7. The press release states Okta secures identity for more than 19,450 customers worldwide.

Frequently Asked Questions

  1. Who is Eric Kelleher and what is his new role at Okta?

    Eric Kelleher became Okta's President and Chief Operating Officer effective February 1, 2025, and serves as the company's principal operating officer. He previously served as President, Customer Experience and Communication from February 2024 to January 2025, and has been with Okta since 2016.

  2. What compensation will Kelleher receive as COO?

    Kelleher will receive an annual base salary of $500,000 and participate in the Amended and Restated Senior Executive Incentive Bonus Plan with an annual target of 65% of base salary. He will also participate in the Executive Severance Plan and receive time-based and performance-based restricted stock units valued at $12 million. The filing states he received no additional compensation for the appointment.

  3. Which functions will Kelleher oversee in the COO role?

    According to the press release, Kelleher will oversee Marketing, Customer First, Company Operations, GTM Strategy & Operations, Business Technology, Data & Insights, Communications, and Okta for Good teams. He will also form a new Office of the COO organization focused on reigniting growth and championing the Okta Secure Identity Commitment.

  4. Why is Eugenio Pace leaving, and when?

    Eugenio Pace, President, Business Operations, has decided to retire at the end of March 2025 after nearly four years of leadership at Okta following the company's acquisition of Auth0.

  5. Does Kelleher have any undisclosed relationships with other officers or directors?

    The filing states there are no arrangements or understandings between Kelleher and any other persons pursuant to which he was appointed, and no family relationships with any director, executive officer, or nominee. No related-party transactions under Item 404(a) of Regulation S-K are required to be disclosed.