Okta names Helen Riley director as Choi exits
Okta refreshes its board, with Emilie Choi stepping down and Helen Riley joining as an independent Class I director and Audit Committee member.
Rhea-AI Filing Summary
Okta, Inc. (OKTA) reports a board change, with Class I director Emilie Choi resigning on September 14, 2026; the company states her resignation is not due to any disagreement regarding operations, policies, or practices. The board has appointed Helen Riley as an independent Class I director, effective September 18, 2026, to serve until the 2027 Annual Meeting of Stockholders and as a member of the Audit Committee. Riley will receive annual compensation of $35,000 for board service and $13,000 for Audit Committee service, plus an initial grant of 2,907 restricted stock units that vest annually over three years, subject to continuous service. Okta has entered into its standard indemnification agreement with Riley and issued a press release announcing these board changes.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board annual cash retainer: $35,000
Audit Committee annual fee: $13,000
Initial restricted stock units: 2,907 restricted stock units
+3 more
6 metrics
Board annual cash retainer
$35,000
Annual compensation for Helen Riley’s service on Okta’s board as a non-employee director
Audit Committee annual fee
$13,000
Annual compensation for Helen Riley’s service on Okta’s Audit Committee
Initial restricted stock units
2,907 restricted stock units
Initial equity grant to Helen Riley, vesting annually over three years, subject to continuous service
Choi resignation date
September 14, 2026
Effective date of Emilie Choi’s resignation from Okta’s board
Riley appointment effective date
September 18, 2026
Effective date of Helen Riley’s appointment to Okta’s board
Riley board term end meeting
2027 Annual Meeting of Stockholders
Scheduled end of Helen Riley’s current term as a Class I director
Key Terms
restricted stock units, independent director, Audit Committee, non-employee director compensation, +1 more
5 terms
restricted stock units financial
"an initial grant of 2,907 restricted stock units that vest annually over three years"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
independent director regulatory
"appointed Helen Riley as an independent director of the Company"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee regulatory
"as a member of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
non-employee director compensation financial
"will participate in the Company’s standard non-employee director compensation arrangements"
indemnification agreement regulatory
"The Company has entered into its standard form of indemnification agreement with Ms. Riley"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board changes did Okta (OKTA) announce in this Form 8-K?
Okta announced that Emilie Choi resigned from its board on September 14, 2026, and that Helen Riley was appointed as an independent Class I director and Audit Committee member, effective September 18, 2026, serving until the 2027 Annual Meeting of Stockholders.
Did Emilie Choi’s resignation from Okta’s board involve any disagreement with OKTA?
No. Okta states that Emilie Choi’s resignation from the board, effective September 14, 2026, is not the result of any disagreement with the company on matters relating to its operations, policies, or practices.
Who is Helen Riley, the new independent director at Okta (OKTA)?
Helen Riley is the Chief Financial Officer and Chief Operating Officer at X (The Moonshot Factory), a subsidiary of Alphabet, Inc. She has held senior finance roles at Alphabet and Google and previously served on the boards of Eventbrite, Inc. and Marqeta, Inc.
What compensation will Helen Riley receive as an Okta (OKTA) director?
Under Okta’s standard non-employee director arrangements, Helen Riley will receive $35,000 per year for board service, $13,000 per year for Audit Committee service, and an initial grant of 2,907 restricted stock units that vest annually over three years, subject to continuous service.
What committee role will Helen Riley have on Okta’s (OKTA) board?
Helen Riley has been appointed as a member of Okta’s Audit Committee in addition to serving as a Class I director. She will hold office until her successor is duly elected and qualified, or until her earlier death, resignation, or removal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
