Form 4: Okta CEO McKinnon Earns 193,860 Performance Stock Units
Executive Compensation Report
Okta CEO Todd McKinnon has earned 193,860 shares of Class A Common Stock through the achievement of performance criteria for previously granted Performance Stock Units.
Summary
- Todd McKinnon, Okta's Chief Executive Officer and a Director, reported the earning of 193,860 shares of Class A Common Stock from Performance Stock Units (PSUs).
- The Compensation Committee of the Board of Directors determined on February 25, 2026, that performance criteria were met for three separate PSU grants.
- These earned PSUs include 119,298 shares from a March 21, 2023 grant, 30,212 shares from a March 29, 2024 grant, and 44,350 shares from a March 30, 2025 grant.
- The vesting of these 193,860 shares is contingent upon satisfying service-based vesting criteria on March 15, 2026.
- McKinnon also beneficially owns 6,512,134 shares of Class B Common Stock indirectly through a Trust, which are convertible into Class A Common Stock.
- Additional derivative holdings include 102,210 Restricted Stock Units (RSUs) with various vesting schedules and 271,624 fully vested employee stock options with exercise prices ranging from $82.16 to $274.96.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive indicator of management's performance and alignment with company goals, as the CEO successfully met the performance criteria for significant equity awards.
Positives
- The CEO successfully met the performance criteria for a significant number of Performance Stock Units, indicating strong company performance against set targets.
- The earning of these PSUs increases the CEO's beneficial ownership in Okta, further aligning management's interests with those of shareholders.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that executive compensation tied to performance metrics, such as these PSUs, is a common practice in the technology sector to align management incentives with shareholder value creation and reward the achievement of strategic goals.
Related Party Transactions
- The earning of Performance Stock Units by the Chief Executive Officer is a transaction between the company and an insider, which is a routine related-party transaction for executive compensation.
Stakeholder Impact
- Shareholders may view the achievement of performance targets by the CEO as a positive sign of effective leadership and value creation.
- Employees may see this as an indicator of the company's overall performance and stability.
Next Steps
- The service-based vesting criteria for the 193,860 earned Performance Stock Units are expected to be satisfied on March 15, 2026.
Key Dates
| Date | Description |
|---|---|
| 03/21/2023 | Grant date for 119,298 Performance Stock Units (PSUs). |
| 06/15/2023 | First vesting date for 10,506 Restricted Stock Units (RSUs), with remaining shares vesting in 11 equal quarterly installments. |
| 03/29/2024 | Grant date for 30,212 Performance Stock Units (PSUs). |
| 06/15/2024 | First vesting date for 25,177 Restricted Stock Units (RSUs), with remaining shares vesting in 11 equal quarterly installments. |
| 03/30/2025 | Grant date for 44,350 Performance Stock Units (PSUs). |
| 06/15/2025 | First vesting date for 66,527 Restricted Stock Units (RSUs), with remaining shares vesting in 11 equal quarterly installments. |
| 02/25/2026 | Compensation Committee determined that performance criteria were met for 193,860 PSUs. |
| 02/27/2026 | Date of SEC Form 4 filing. |
| 03/15/2026 | Expected date for satisfaction of service-based vesting criteria for the earned PSUs. |
| 03/24/2029 | Expiration date for 32,251 employee stock options. |
| 04/14/2030 | Expiration date for 48,372 employee stock options. |
| 04/21/2031 | Expiration date for 63,667 and 127,334 employee stock options. |
Recommendation
holdThis Form 4 filing details the routine earning of performance-based equity awards by Okta's CEO, indicating the achievement of pre-set performance targets. While positive for executive alignment, it does not present new information that would fundamentally alter the investment thesis for Okta, thus a "hold" recommendation is appropriate for existing investors.
Keywords
Okta, OKTA, Todd McKinnon, CEO, Performance Stock Units, PSUs, Restricted Stock Units, RSUs, Stock Options, Executive Compensation, Equity Grant, Insider Ownership
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