Form 4: Okta COO Kelleher Earns 21,119 Performance Shares
Insider Transaction Report
Okta's President and COO, Eric Robert Kelleher, earned 21,119 shares of Class A Common Stock from Performance Stock Units, with vesting contingent on service.
Summary
- Eric Robert Kelleher, President and Chief Operating Officer of Okta, Inc., reported changes in his beneficial ownership.
- On February 25, 2026, 21,119 shares of Okta's Class A Common Stock were earned from Performance Stock Units (PSUs) granted on March 30, 2025, due to the achievement of performance criteria.
- The vesting of these 21,119 shares is subject to a service-based vesting criteria to be satisfied on March 15, 2026.
- Following this transaction, Mr. Kelleher beneficially owns 32,385 shares of Class A Common Stock directly.
- His derivative holdings include fully vested employee stock options for 2,409 Class B Common Stock (exercise price $8.97), 2,955 Class A Common Stock (exercise price $211.86), 6,792 Class A Common Stock (exercise price $274.96), and 12,587 Class A Common Stock (exercise price $255.38).
- He also holds Restricted Stock Units (RSUs) for 1,188, 9,953, 24,209, and 47,519 shares of Class A Common Stock, which are vesting in quarterly installments based on continuous employment.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive development, as it confirms the achievement of performance targets by a key executive, aligning incentives and demonstrating successful execution against company goals.
Positives
- The earning of 21,119 Performance Stock Units indicates that the company's performance criteria, set by the Compensation Committee, were successfully met.
- Increased beneficial ownership by a key executive aligns management interests with shareholder value.
Future Outlook
The earned Performance Stock Units are expected to vest on March 15, 2026, upon satisfaction of service-based criteria. Remaining Restricted Stock Units will continue to vest in quarterly installments, subject to continuous employment.
Industry Context
StockSavvy.ai notes that equity-based compensation, such as PSUs and RSUs, is a standard practice in the technology sector for executive incentives. This structure aims to align executive performance with shareholder returns and promote long-term retention. The earning of PSUs suggests that Okta's leadership is meeting internal performance targets, which is generally viewed positively within the industry.
Comparison to Industry Standards
- Equity compensation packages for executives in the software and cloud services industry, including companies like Salesforce, Microsoft, and Adobe, commonly feature a mix of stock options, RSUs, and PSUs.
- The use of performance-based vesting for PSUs, as seen here, is a best practice in corporate governance, linking executive rewards directly to company performance metrics, similar to programs at peer companies such as Zscaler or CrowdStrike.
- The vesting schedules for RSUs, typically over several years with quarterly installments, are consistent with industry norms designed to encourage long-term executive retention and commitment.
Stakeholder Impact
- Shareholders: Positive impact as executive compensation is tied to performance, indicating management is meeting strategic objectives and aligning interests with long-term shareholder value.
- Employees: The continued vesting of equity awards, contingent on continuous employment, reinforces retention strategies for key personnel.
Next Steps
- The 21,119 earned PSUs are scheduled to vest on March 15, 2026, contingent on the satisfaction of service-based vesting criteria.
- Remaining Restricted Stock Units will continue to vest in subsequent quarterly installments.
Key Dates
| Date | Description |
|---|---|
| 06/15/2022 | 6.25% of shares underlying certain RSUs vested, with remaining shares vesting in 15 equal quarterly installments. |
| 06/15/2023 | 8.33% of shares underlying certain RSUs vested, with remaining shares vesting in 11 equal quarterly installments. |
| 06/15/2024 | 8.33% of shares underlying certain RSUs vested, with remaining shares vesting in 11 equal quarterly installments. |
| 03/30/2025 | Reporting Person was granted Performance Stock Units (PSUs). |
| 06/15/2025 | 8.33% of shares underlying certain RSUs vested, with remaining shares vesting in 11 equal quarterly installments. |
| 02/25/2026 | Date of earliest transaction; Compensation Committee determined 21,119 PSU shares were earned due to performance criteria achievement. |
| 02/27/2026 | Signature date of the reporting person's attorney-in-fact. |
| 03/15/2026 | Service-based vesting criteria for the earned PSUs are to be satisfied. |
| 10/23/2026 | Expiration date for employee stock options with an exercise price of $8.97. |
| 09/21/2030 | Expiration date for employee stock options with an exercise price of $211.86. |
| 04/21/2031 | Expiration date for employee stock options with an exercise price of $274.96. |
| 09/22/2031 | Expiration date for employee stock options with an exercise price of $255.38. |
Keywords
Okta, OKTA, Eric Robert Kelleher, Performance Stock Units, PSUs, Restricted Stock Units, RSUs, Stock Options, Insider Ownership, Executive Compensation, Beneficial Ownership
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