01—Abstract
Summary
Summary of the 8-K filed September 18, 2026. Cited figures are marked; the original filing is the authoritative source.
Okta, Inc. filed a Current Report on Form 8-K dated September 18, 2026, disclosing a change in board membership.
Emilie Choi, a Class I director, resigned from the Board effective September 14, 2026. The filing states her resignation was not the result of any disagreement with the Company on operations, policies or practices, and the Board expressed appreciation for her service. On September 17, 2026, the Board appointed Helen Riley as an independent Class I director effective September 18, 2026, to serve until the 2027 Annual Meeting of Stockholders.
She was also named to the Audit Committee. Riley will receive $35,000a in annual Board compensation, $13,000 for Audit Committee service, and an initial grant of 2,907 restricted stock units vesting annually over three years. The Company has entered into its standard indemnification agreement with her.
The filing attaches a press release (Exhibit 99.1) announcing Riley's appointment and Choi's departure. In that release, CEO Todd McKinnon framed the appointment around the Company's focus on securing AI agents and identity controls. Riley is currently CFO and COO at X (The Moonshot Factory), a subsidiary of Alphabet, Inc.
02—Key points
Key Highlights
- Emilie Choi resigned from the Board effective September 14, 2026, with the filing stating no disagreement with the Company on operations, policies or practices
- Helen Riley appointed as an independent Class I director effective September 18, 2026, serving until the 2027 Annual Meeting of Stockholders
- Riley appointed to the Audit Committee of the Board
- Riley's compensation includes $35,000 in annual Board service pay and $13,000 for Audit Committee service
- Riley receives an initial grant of 2,907 restricted stock units vesting annually over three years, subject to continuous service
- Riley previously served on the boards of Eventbrite, Inc. (July 2018 to April 2026) and Marqeta, Inc. (May 2020 to June 2025)
- Press release (Exhibit 99.1) frames the appointment around securing AI agents with trusted identity and controls
03—Questions
Frequently Asked Questions
Why did Emilie Choi leave the Okta board?
The filing states that Ms. Choi provided notice of resignation on September 14, 2026, and that the resignation was not the result of any disagreement with the Company on matters relating to its operations, policies or practices. The Board expressed appreciation for her service.
Who is Helen Riley and what is her background?
Helen Riley is the Chief Financial Officer and Chief Operating Officer at X (The Moonshot Factory), a research and development company and subsidiary of Alphabet, Inc. She joined X in 2015 and has held senior finance and leadership roles at Alphabet and its subsidiaries for over two decades. She holds degrees from the University of Oxford and Harvard Business School.
What compensation will the new director receive?
Riley will participate in the Company's standard non-employee director compensation arrangements, including $35,000 in annual Board compensation, $13,000 for Audit Committee service, and an initial grant of 2,907 restricted stock units that vest annually over three years, subject to continuous service.
Does Riley have any related-party transactions or special arrangements with Okta?
The filing states there are no arrangements or understandings between Ms. Riley and any other persons under which she was appointed, and no transactions between Ms. Riley and the Company that would require reporting under Item 404(a) of Regulation S-K. The Company has entered into its standard indemnification agreement with her.
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