01—Abstract
Summary
Summary of the 8-K filed August 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Okta, Inc. (Nasdaq: OKTA) disclosed in this Current Report on Form 8-K that its Board of Directors, on August 11, 2025, expanded the Board from eight to ten directors and appointed David Schellhase as an independent director and Mary Agnes (Maggie) Wilderotter as a non-independent director, both effective August 13, 2025.
Mr. Schellhase was named a Class III director serving until the 2026 Annual Meeting of Stockholders and joined the Compensation and Nominating and Corporate Governance Committees. Ms. Wilderotter was named a Class II director serving until the 2028 Annual Meeting and joined the Cybersecurity Risk and M&A Committees. The filing states that Ms. Wilderotter previously provided advisory services to the Company on business, strategy, technology and products, for which she received a $100,000a cash retainer in the fiscal year ended January 31, 2025, and an RSU grant in December 2023 with a grant date fair value of $400,031 that fully vested on December 15, 2024.
Both new directors will receive $35,000b in annual board compensation and an initial grant of 5,826 RSUs vesting annually over three years, and both have signed the company's standard indemnification agreement. The filing reports no related-party transactions requiring disclosure under Item 404(a) for Mr. Schellhase.
The accompanying press release (Exhibit 99.1) quotes CEO Todd McKinnon linking the appointments to Okta's role in securing AI and expanding its identity market leadership. The filing itself contains no financial results or guidance.
02—Key points
Key Highlights
- Board expanded from eight to ten directors, effective August 13, 2025
- David Schellhase appointed as independent Class III director, serving until the 2026 Annual Meeting; added to Compensation and Nominating and Corporate Governance Committees
- Mary Agnes (Maggie) Wilderotter appointed as non-independent Class II director, serving until the 2028 Annual Meeting; added to Cybersecurity Risk and M&A Committees
- Ms. Wilderotter previously provided advisory services; received a $100,000 cash retainer in fiscal year ended January 31, 2025, and RSUs with a grant date fair value of $400,031 vested December 15, 2024
- Both new directors receive $35,000 annual board compensation and an initial grant of 5,826 RSUs vesting annually over three years
- Both directors signed the company's standard indemnification agreement
- Press release (Exhibit 99.1) frames the appointments around securing AI and expanding identity market leadership
03—Questions
Frequently Asked Questions
Who were the new directors appointed to Okta's board?
David Schellhase, an independent director, and Mary Agnes (Maggie) Wilderotter, a non-independent director, were appointed effective August 13, 2025, after the Board expanded from eight to ten members.
What committees will the new directors serve on?
Mr. Schellhase joined the Compensation and Nominating and Corporate Governance Committees. Ms. Wilderotter joined the Cybersecurity Risk and M&A Committees.
How will the new directors be compensated?
Each will receive standard non-employee director compensation, including $35,000 in annual board service compensation and an initial grant of 5,826 RSUs that vest annually over three years, subject to continuous service.
Did Ms. Wilderotter have any prior relationship with Okta?
Yes. She previously provided advisory services on business, strategy, technology and products. In the fiscal year ended January 31, 2025, she received a $100,000 cash retainer, and in December 2023 she received RSUs with a grant date fair value of $400,031 that fully vested on December 15, 2024.
Are there any related-party transactions involving the new directors?
The filing states there are no transactions between Mr. Schellhase and the Company requiring disclosure under Item 404(a) of Regulation S-K. It also states there is no arrangement or understanding between either director and any other person under which they were appointed.
04—Continue