01—Abstract
Summary
Summary of the 8-K filed December 19, 2025. Cited figures are marked; the original filing is the authoritative source.
Okta, Inc. reported in an 8-K filed December 19, 2025 that its Board of Directors, on December 18, 2025, expanded the Board from 10 to 11 directors and appointed Rob Bernshteyn and Paul Sagan as independent directors, effective December 19, 2025.
Mr. Bernshteyn was named a Class II director (term through the 2028 Annual Meeting) and joined the Audit Committee and Cybersecurity Risk Committee. Mr. Sagan was named a Class I director (term through the 2027 Annual Meeting) and joined the Compensation Committee and Nominating Committee. Both will receive standard non-employee director compensation, including annual compensation of $35,000a and an initial grant of 5,876 restricted stock units vesting annually over three years.
The filing also discloses that Mary Agnes (Maggie) Wilderotter resigned from the Board on December 15, 2025, for reasons unforeseen at the time of her joining, and that the resignation was not the result of any disagreement with the Company on operations, policies or practices. The company's press release, filed as Exhibit 99.1, quotes CEO Todd McKinnon describing the new directors' experience in SaaS, cybersecurity and AI as relevant to the company's next phase of growth and its work on securing AI agents.
For investors, the filing is a governance update rather than a financial disclosure: it contains no financial results, guidance or financial figures beyond the director compensation amounts. The filing states that there are no related-party transactions requiring disclosure under Item 404(a) and no arrangements under which either director was appointed.
02—Key points
Key Highlights
- Board expanded from 10 to 11 directors on December 18, 2025, with Rob Bernshteyn and Paul Sagan appointed as independent directors effective December 19, 2025.
- Rob Bernshteyn appointed Class II director (term to 2028 Annual Meeting) and assigned to the Audit Committee and Cybersecurity Risk Committee.
- Paul Sagan appointed Class I director (term to 2027 Annual Meeting) and assigned to the Compensation Committee and Nominating Committee.
- Each new director receives annual board compensation of $35,000 and an initial grant of 5,876 restricted stock units vesting annually over three years.
- Director Mary Agnes (Maggie) Wilderotter resigned on December 15, 2025, for reasons unforeseen at the time of her joining, not due to any disagreement with the Company.
- Both new directors are described in the press release as bringing operational experience across SaaS, cybersecurity and AI; Bernshteyn is a General Partner at ICONIQ Capital and Sagan is a Catalyst Advisor at General Catalyst.
- The filing states there are no related-party transactions requiring disclosure under Item 404(a) involving the new directors.
03—Questions
Frequently Asked Questions
Who were the new directors appointed to Okta's Board?
Rob Bernshteyn and Paul Sagan were appointed as independent directors effective December 19, 2025, after the Board expanded from 10 to 11 members on December 18, 2025.
What committees will the new directors serve on?
Bernshteyn was appointed to the Audit Committee and the Cybersecurity Risk Committee. Sagan was appointed to the Compensation Committee and the Nominating Committee.
How are the new directors compensated?
They will participate in the standard non-employee director compensation arrangements, receiving annual compensation of $35,000 for Board service and an initial grant of 5,876 restricted stock units that vest annually over three years, subject to continuous service.
Why did Maggie Wilderotter leave the Board?
Mary Agnes (Maggie) Wilderotter resigned on December 15, 2025, for reasons unforeseen at the time of her joining. The filing states the resignation was not the result of any disagreement with the Company on matters relating to its operations, policies or practices.
Are there any related-party transactions or special arrangements involving the new directors?
The filing states there are no arrangements or understandings under which either director was appointed, and no transactions with the Company required to be reported under Item 404(a) of Regulation S-K. Both have entered into the Company's standard form of indemnification agreement.
04—Continue