Okta : 2024 Proxy Statement and Annual Report

Proxy Statement and Annual Report 2024

Okta, Inc., 100 First Street, Suite 600

San Francisco, California 94105

May 9, 2024

Dear Okta Stockholder:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Okta, Inc. to be held on June 20, 2024, at 9:00 a.m. Pacific Time. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet. You will be able to listen, vote and submit your questions at virtualshareholdermeeting.com/OKTA2024 during the meeting.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement. We encourage you to vote at the Annual Meeting and any adjournment, rescheduling or postponement of the Annual Meeting if you were a stockholder as of the close of business on April 24, 2024.

Thank you for your ongoing support of Okta.

Sincerely,

Todd McKinnon

Chairperson of the Board of Directors and

Chief Executive Officer

YOUR VOTE IS IMPORTANT

On or about May 9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders and our 2024 Annual Report on Form 10-K. The Notice provides instructions on how to vote online or by telephone and explains how to receive a paper copy of proxy materials by mail. This Proxy Statement and the 2024 Annual Report can be accessed online at www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials. Our Proxy Statement and 2024 Annual Report are also available on our investor relations website at investor.okta.com.

Even if you plan to attend the Annual Meeting, please ensure that your shares are voted by signing and returning a proxy card, or by using our internet or telephonic voting system.

Okta, Inc., 100 First Street, Suite 600 San Francisco, California 94105

Notice of 2024

Annual Meeting

of Stockholders

June 20, 2024

9:00 a.m. Pacific Time

virtualshareholdermeeting.com/OKTA2024

Notice is hereby given that Okta, Inc. will hold its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on June 20, 2024, at 9:00 a.m. Pacific Time via a live interactive audio webcast on the internet. You will be able to listen, vote and submit your questions at virtualshareholdermeeting.com/OKTA2024 during the meeting. We are holding the meeting for the following purposes, which are more fully described in the accompanying Proxy Statement:

• To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
• To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025;
• To approve, on an advisory non-binding basis, the compensation of our named executive officers; and
• To transact any other business that properly comes before the Annual Meeting (including adjournment, rescheduling or postponement thereof).

Our board of directors recommends that you vote "FOR" the director nominees named in Proposal One, "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal Two, and "FOR" the approval, on an advisory non-binding basis, of the compensation of our named executive officers as described in Proposal Three.

We have elected to provide access to our meeting materials, which include the Proxy Statement accompanying this notice, in lieu of mailing printed copies. On or about May 9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our 2024 Annual Report on Form 10-K. The Notice provides instructions on how to vote online or by telephone and explains how you can request a paper copy of the proxy materials. Our Proxy Statement and our 2024 Annual Report can be accessed online at www.proxyvote.com using the control number located on your Notice, on your proxy card, or in the instructions that accompanied your proxy materials.

Only stockholders of record as of the close of business on April 24, 2024 are entitled to notice of and to vote at the Annual Meeting.

By Order of the Board of Directors,

Larissa Schwartz

Chief Legal Officer and Corporate Secretary

San Francisco, California

May 9, 2024

Okta, Inc., 100 First Street, Suite 600

San Francisco, California 94105

Proxy Statement for the

2024 Annual Meeting of Stockholders

Table of Contents

General Information	1
Proposal One: Election of Directors	8
Corporate Governance	17
Environmental, Social and Governance Matters	24
Non-Employee Director Compensation	28
Proposal Two: Ratification of the Appointment of Our Independent Registered Public	31
Accounting Firm
Report of the Audit Committee of the Board of Directors	33
Proposal Three: Approval, on an Advisory Non-Binding Basis, of the Compensation of	34
Our Named Executive Officers
Executive Officers	35
Compensation Discussion and Analysis	36
Executive Compensation	52
Fiscal 2024 Summary Compensation Table	52
Fiscal 2024 Grants of Plan-Based Awards Table	54
Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End Table	55
Fiscal 2024 Option Exercises and Stock Vested Table	57
CEO Pay Ratio Disclosure	59
Pay Versus Performance Table	60
Report of the Compensation Committee of the Board of Directors	65
Equity Compensation Plan Information	66
Security Ownership of Certain Beneficial Owners and Management	67
Certain Relationships and Related Party Transactions	69
Additional Information	71

Okta, Inc., 100 First Street, Suite 600 San Francisco, California 94105

General

Information

June 20, 2024

9:00 a.m. Pacific Time

virtualshareholdermeeting.com/OKTA2024

Our board solicits your proxy on our behalf for the Annual Meeting and at any adjournment, rescheduling or postponement of the Annual Meeting for the purposes set forth in this Proxy Statement for our Annual Meeting and the accompanying Notice. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet on June 20, 2024, at 9:00 a.m. Pacific Time. On or about May 9, 2024, we mailed our stockholders the Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this Proxy Statement and our 2024 Annual Report. If you held shares of our Class A or Class B common stock as of the close of business on April 24, 2024, you are invited to attend the meeting at virtualshareholdermeeting.com/OKTA2024 and to vote on the proposals described in this Proxy Statement.

In this Proxy Statement, the terms "Okta," "the company," "we," "us" and "our" refer to Okta, Inc. and its subsidiaries. The mailing address of our principal executive offices is Okta, Inc., 100 First Street, Suite 600, San Francisco, California 94105.

How can I attend the Annual Meeting online?

We will host the Annual Meeting via live webcast only. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the Annual Meeting by enabling stockholders to participate from any location around the world. We have designed the virtual meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to listen, vote and ask questions during the meeting through the virtual meeting platform. Any stockholder can attend the Annual Meeting live online at virtualshareholdermeeting.com/OKTA2024. The webcast will start at 9:00 a.m. Pacific Time on June 20, 2024. To attend the Annual Meeting, you will need the 16-digit control number that is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.

What matters are being voted on at the Annual Meeting?

You will be voting on:

• the election of three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
• a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025;
• a proposal to approve, on an advisory non-binding basis, the compensation of our named executive officers (our "NEOs"); and
• any other business as may properly come before the Annual Meeting (including adjournment, rescheduling or postponement thereof).

Okta, Inc.

2024 Proxy Statement

1

General Information

How does the board of directors recommend that I vote on these proposals?

Our board recommends a vote:

• "FOR ALL" of the nominees for Class I directors: Emilie Choi, Todd McKinnon and Michael Stankey;
• "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025; and
• "FOR" the approval, on an advisory non-binding basis, of the compensation of our NEOs, as disclosed in this Proxy Statement.

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 24, 2024, the record date for the Annual Meeting (the "Record Date"), may vote at the Annual Meeting.

As of the Record Date, there were 160,912,267 shares of our Class A common stock and 7,291,091 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our "common stock." Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Computershare, you are considered the "stockholder of record" with respect to those shares. As the stockholder of record, you have the right to vote online, by telephone, or-if you receive paper proxy materials by mail-by filling out and returning the proxy card.

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in "street name" (i.e., a "street name stockholder") and the Notice was forwarded to you by your broker, bank or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you are a beneficial owner, you may attend the meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock at the meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote at the meeting. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

What is the quorum requirement?

A quorum is the minimum number of shares required to be present to properly hold an annual meeting of stockholders and conduct business under our bylaws and Delaware law. The presence, in person or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for the purposes of determining a quorum.

2

2024 Proxy Statement

Okta, Inc.

General Information

How many votes are needed for the approval of each proposal?

Proposal One. The election of directors requires a plurality of the voting power of the shares of our common stock, present in person or by proxy, at the Annual Meeting and entitled to vote thereon. "Plurality" means that the nominees who receive the largest number of votes cast "FOR" such nominees are elected as directors. As a result, any shares not voted "FOR" a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee's favor and will have no effect on the outcome of the election. You may vote "FOR" or "WITHHOLD" on the nominees for election as a director.

Proposal Two. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2025 requires the affirmative vote of a majority of the voting power of the shares of our common stock, present in person or by proxy, at the Annual Meeting and entitled to vote thereon. Abstentions are considered shares present in person and entitled to vote on this proposal, and thus will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because brokers have discretionary authority to vote on this proposal, we do not expect any broker non- votes.

Proposal Three. The approval of the compensation of our NEOs requires the affirmative vote of a majority of the voting power of the shares of our common stock, present in person or by proxy, at the Annual Meeting and entitled to vote thereon. Abstentions are considered shares present in person and entitled to vote on this proposal, and thus will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will have no effect on the outcome of this proposal.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

By Internet

Vote at www.proxyvote.com until 11:59 p.m. Eastern Time on June 19, 2024 (have your Notice or proxy card in hand when you visit the website). You may also access the voting website by scanning the QR Barcode available on your proxy card.

By Mail

Vote by completing and mailing your proxy card (if you received printed proxy materials).

By Telephone

Vote toll-free at 1-800-690-6903 until 11:59 p.m. Eastern Time on June 19, 2024 (have your Notice or proxy card in hand when you call).

During the Meeting

Instructions on how to attend and vote at the Annual Meeting are described at virtualshareholdermeeting.com/ OKTA2024.

In order to be counted, proxies submitted by telephone or internet must be received by 11:59 p.m. Eastern Time on June 19, 2024. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.

Okta, Inc.

2024 Proxy Statement

3

General Information

If you are a street name stockholder, please follow the instructions from your broker, bank or other nominee to vote by internet, telephone or mail. You may not vote during the Annual Meeting unless you receive a legal proxy from your broker, bank or other nominee.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy by:

• notifying our Corporate Secretary in writing at Okta, Inc., 100 First Street, Suite 600, San Francisco, California 94105, before the vote is counted;
• voting again using the telephone or internet before 11:59 p.m. Eastern Time on June 19, 2024 (your latest telephone or internet proxy is the one that will be counted); or
• attending and voting during the Annual Meeting.

Simply logging into the Annual Meeting will not, by itself, revoke your proxy.

If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker, bank or other nominee.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board. Todd McKinnon, Brett Tighe and Larissa Schwartz have been designated as proxy holders by our board. If your proxy is properly granted, your shares represented by such proxy will be voted at the Annual Meeting in accordance with your instructions. If you do not give specific instructions, your shares will be voted in accordance with the recommendations of our board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, rescheduled or postponed, the proxy holders can vote your shares on the new Annual Meeting date as well, unless you revoke your proxy instructions as described above.

What is the effect of abstentions and broker non-votes?

Votes withheld from any nominee, abstentions and "broker non-votes" (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum, but otherwise have no effect on the election of directors. Abstentions have the same effect as a vote "AGAINST" (i) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 and (ii) the approval, on an advisory non-binding basis, of the compensation of our NEOs.

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner that their customers direct. If you do not give timely voting instructions, your broker will have discretion to vote your shares on the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, but will not have discretion to vote on any other proposals, including the election of directors (even if not contested).

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2024 Proxy Statement

Okta, Inc.