Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
Appointment of Principal Accounting Officer
On October 1, 2019, Okta, Inc. (the “Company”) appointed Christopher K. Kramer, currently the Company’s Vice President, Controller, to the position of Chief Accounting Officer. In this position, Mr. Kramer will serve as the Company’s principal accounting officer. William E. Losch, the Company’s Chief Financial Officer, ceased serving in the capacity of principal accounting officer upon the effectiveness of Mr. Kramer’s appointment, but continues to serve as the Company’s Chief Financial Officer.
Mr. Kramer, 48, served as the Company’s Vice President, Controller from June 2016 to October 2019 and as the Company’s Controller from May 2014 to June 2016. From April 2013 to May 2014, Mr. Kramer served as Vice President, Corporate Controller of Cyan, Inc., a global supplier of software-defined networks. From December 2008 to April 2013, Mr. Kramer served as Vice President, Assistant Controller of Riverbed Technology, an information technology performance company. Mr. Kramer holds a Bachelor of Science in accounting from California Polytechnic State University, San Luis Obispo, and is a licensed CPA (inactive) in the State of California.
In connection with Mr. Kramer’s appointment as Chief Accounting Officer, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved that effective October 1, 2019 his annual base salary be $333,000, confirmed his eligibility to participate in the Company’s Amended and Restated Senior Executive Cash Incentive Bonus Plan, which is incorporated herein by reference, as of October 1, 2019 with a target bonus of 30% of his new base salary and confirmed his eligibility to participate in the Company’s Executive Severance Plan. Additionally, the Compensation Committee granted him an option to purchase 3,187 shares of the Company’s Class A common stock, and an additional award of 1,409 restricted stock units, each unit representing the right to acquire one share of the Company’s Class A common stock, under the Company’s 2017 Equity Incentive Plan. Mr. Kramer’s stock option award will vest over a period of four years, with 25% of the shares subject to the option vesting on October 1, 2020 and the remainder vesting in 36 equal monthly installments thereafter, subject to Mr. Kramer’s continued employment with the Company on the applicable vesting date. Mr. Kramer’s restricted stock unit award will vest over a period of four years, with 25% of the restricted stock units vesting on September 15, 2020, and the remainder vesting in 12 equal quarterly installments thereafter, subject to Mr. Kramer’s continued employment with the Company on the applicable vesting date. In addition, the Company entered into its standard form of indemnification agreement with Mr. Kramer.
There is no arrangement or understanding between Mr. Kramer and any other persons pursuant to which Mr. Kramer was appointed as Chief Accounting Officer. There are no family relationships between Mr. Kramer and any director or executive officer of the Company, and there are no transactions between Mr. Kramer and the Company that would be required to be reported under Item 404(a) of Regulation S-K.