Okta, Inc. filed a Form 8-K on September 18, 2026, disclosing the resignation of director Emilie Choi and the appointment of Helen Riley as an independent director to its Board of Directors, both effective in mid-September 2026.

Key Highlights

  • Director resignation: Emilie Choi resigned as a Class I director effective September 14, 2026, with the filing stating the departure "is not the result of disagreement with the Company on any matters relating to its operations, policies or practices."
  • New director appointed: Helen Riley was appointed as an independent Class I director, effective September 18, 2026, upon recommendation of the Compensation and Corporate Governance Committee.
  • Committee assignment: Ms. Riley was also appointed as a member of the Audit Committee of the Board.
  • Term of service: Ms. Riley will serve until the Company's 2027 Annual Meeting of Stockholders.
  • Annual cash compensation: Ms. Riley will receive $35,000 annually for Board service and $13,000 for Audit Committee service under the Company's standard non-employee director compensation arrangements.
  • Equity grant: Ms. Riley will receive an initial grant of 2,907 restricted stock units that vest annually over three years, subject to continuous service.

Okta Board Transition: Choi Departs, Riley Joins as Independent Director

According to the filing, Emilie Choi notified Okta, Inc. (NASDAQ:OKTA) of her resignation from the Board of Directors on September 14, 2026, the same day it took effect. The filing explicitly states that her departure was not the result of any disagreement with the Company on matters relating to its operations, policies, or practices. The Board acknowledged Ms. Choi's contributions in the filing.

The Board, acting on the recommendation of its Compensation and Corporate Governance Committee, appointed Helen Riley as an independent director effective September 18, 2026, the filing disclosed. Ms. Riley was designated as a Class I director and assigned to the Audit Committee. The filing notes there are no arrangements or understandings between Ms. Riley and any other persons in connection with her appointment, and no transactions between Ms. Riley and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Under the Company's standard non-employee director compensation arrangements, as described in the filing, Ms. Riley is to receive annual cash compensation of $35,000 for Board service and $13,000 for Audit Committee membership. She will also receive an initial equity grant of 2,907 restricted stock units, vesting annually over three years subject to continuous service. The Company has entered into its standard form of indemnification agreement with Ms. Riley, according to the filing. The filing was signed by Scott Morgan, Chief Legal Officer of Okta, Inc.

What Was Disclosed

Okta's Form 8-K disclosed the September 14, 2026 resignation of Class I director Emilie Choi and the September 18, 2026 appointment of Helen Riley as an independent Class I director and Audit Committee member, including her compensation terms.