Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Chief Financial Officer Appointment

On January 28, 2022, Okta, Inc. (the "Company") announced that Brett Tighe, age 42, who had been serving as the Company's Chief Financial Officer on an interim basis since June 1, 2021, was appointed as the Company's permanent Chief Financial Officer effective January 28, 2022. Prior to his current role, Mr. Tighe served as the Company's Senior Vice President of Finance and Treasurer since May 2017, Vice President, FP&A from June 2016 to May 2017, and as head of worldwide FP&A from April 2015 to May 2016. From May 2004 to March 2015, Mr. Tighe served in various finance roles, most recently as Senior Director, Corporate Finance & Strategy, at salesforce.com, inc., a cloud-based customer relationship management company. Mr. Tighe holds a Master of Business Administration from the University of San Francisco, and a Bachelor of Arts from the University of California, Santa Barbara.

In connection with Mr. Tighe's appointment as Chief Financial Officer, the Compensation Committee ("Compensation Committee") of the Company's Board of Directors will grant equity awards covering shares of Company Class A common stock valued at $18 million to Mr. Tighe in the Company's upcoming executive officer merit cycle, that will vest, subject to Mr. Tighe's continued employment with the Company on the applicable vesting dates as determined by the Compensation Committee. Mr. Tighe did not receive any additional compensation in connection with his appointment.

There are no arrangements or understandings between Mr. Tighe and any other persons pursuant to which he was appointed as the Chief Financial Officer of the Company. There are no family relationships between Mr. Tighe and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Mr. Tighe pursuant to Item 404(a) of Regulation S-K.

Item 9.01 - Financial Statements and Exhibits



(d) Exhibits



Exhibit
Number       Description

99.1           Press release dated January 28, 2022, issued by Okta, Inc.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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