Brett Tighe
OktaAbout Brett Tighe
Brett Tighe is Okta’s Chief Financial Officer, appointed January 2022 after serving as Interim CFO (June 2021–January 2022). He joined Okta in 2015, previously holding senior finance roles at Salesforce; he holds an MBA from the University of San Francisco and a BA from UC Santa Barbara. Age 45 as of May 2025 . Under his finance leadership, fiscal 2025 results included 15% revenue growth to $2.610B, non-GAAP operating income of $587M (22% margin), positive GAAP net income, and free cash flow of $730M (28% margin); company TSR value of an initial $100 investment was $74 in FY2025 versus $280 for the peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Okta | CFO | Jan 2022–present | Led finance and capital allocation; oversaw shift to higher PSU mix and profitability focus . |
| Okta | Interim CFO; SVP Finance & Treasurer; VP FP&A; Head, Worldwide FP&A | 2015–2022 | Built finance org and planning cadence; treasury oversight . |
| Salesforce | Various finance roles (most recently Sr Director, Corporate Finance & Strategy) | 2004–2015 | Corporate finance leadership at scaled SaaS operator . |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 480,000 | 480,000 | 490,859 (reflects 3% increase effective May 1, 2024) |
| Stock Awards ($) | 18,174,779 | 11,959,365 | 13,329,240 |
| Non-Equity Incentive ($) | 155,103 | 265,200 | 287,152 |
| All Other Compensation ($) | 5,738 | 6,004 | 3,395 |
| Total ($) | 18,815,620 | 12,710,569 | 14,110,646 |
Additional fixed elements:
- Target annual bonus opportunity: 65% of base salary (unchanged in FY2025) .
- FY2025 base salary set to $494,400; proxy compensation table reflects actual paid ($490,859) due to timing .
Performance Compensation
Annual Bonus Plan – FY2025
| Metric | Weight | Target | Actual | Funding (by metric) | Notes |
|---|---|---|---|---|---|
| Revenue | 60% | $2,650.9M | $2,610.3M | 97.0% | Linear scale; 90–110% ranges; capped at 120% . |
| Non-GAAP Operating Income | 40% | $583.1M | $582.7M | 99.9% | Weight increased by 10 pts vs FY2024 to emphasize profitability . |
| Total Plan Funding | — | — | — | 98.1% | Committee applied negative discretion → final payout at 90% of target for NEOs . |
| Tighe FY2025 Bonus ($) | — | $319,058 (prorated) | — | $287,152 | Cash-paid . |
Equity Awards – FY2025 Grants (March 29, 2024)
| Award Type | Grant Date | Target Shares | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSU | 3/29/2024 | 46,480 | 4,862,738 | 8.33% on 6/15/2024; remainder in 11 equal quarterly installments thereafter . |
| PSU (Relative TSR vs Nasdaq Composite) | 3/29/2024 | 46,480 (target) | 8,466,502 | 3 tranches (1-, 2-, 3-year periods starting 2/1/2024); 0–200% payout vs percentile thresholds . |
PSU Achievement To-Date
| Grant | Tranche | Performance Period | Achievement Factor |
|---|---|---|---|
| FY2025 PSU | Tranche 1 | 2/1/2024–1/31/2025 | 100% (capped; would have been 112%) |
| FY2024 PSU | Tranche 2 | 2/1/2023–1/31/2025 | 100% (capped; would have been 178%) |
| FY2023 PSU | Tranche 3 | 2/1/2022–1/31/2025 | 72% |
Equity Ownership & Alignment
- Beneficial ownership: 130,944 Class A shares held directly, plus 1,250 Class A and 69,046 Class B held via Loomis Tighe Family Living Trust; total Class A beneficially owned shown as 132,194 in the table .
- Stock ownership guidelines: Executives must hold ≥1x base salary in company stock; Okta reports all executives are in compliance .
- Hedging/pledging: Company policy prohibits hedging or pledging of company securities; executive trades must use Rule 10b5-1 plans .
Outstanding Equity (as of Jan 31, 2025)
| Grant | Type | Unvested/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|---|
| 3/15/2021 | RSU | 203 | 19,127 |
| 3/15/2022 | RSU | 22,901 | 2,157,732 |
| 3/15/2023 | RSU | 31,488 | 2,966,799 |
| 3/15/2024 | RSU | 34,860 | 3,284,509 |
| 3/15/2025 | RSU | 40,440 | 3,810,257 |
| 2/1/2022 | PSU (unearned) | 6,839 | 644,371 |
| 2/1/2023 | PSU (unearned) | 49,630 | 4,676,139 |
| 2/1/2024 | PSU (unearned) | 77,467 | 7,298,941 |
Rule 10b5-1 Trading Plans (insider selling cadence)
| Adoption Date | Shares Authorized for Sale | Sales Window Start | Sales Window End |
|---|---|---|---|
| Oct 11, 2024 | Up to 20,000 | Jan 21, 2025 | Apr 11, 2025 |
| Apr 14, 2025 | Up to 40,000 | Jul 14, 2025 | Oct 29, 2025 |
| Jul 15, 2025 | Up to 40,000 | Dec 8, 2025 | Jan 27, 2026 |
Employment Terms
Executive Severance Plan Summary
| Scenario | Cash Severance | Health Benefit Continuation | Bonus | Equity |
|---|---|---|---|---|
| Termination without Cause (no CoC) | 9 months base salary for executive officers (CFO) | 9 months company contribution | — | No acceleration |
| Termination without Cause or Resignation for Good Reason (within CoC window) | 12 months base salary for executive officers (CFO) | 12 months company contribution | Lump sum equal to target annual incentive | Full acceleration; PSUs vest at target |
Estimated Benefits (FY2025 valuation assumptions)
| Component | Termination (No CoC) | Termination (With CoC) | Death |
|---|---|---|---|
| Cash Severance ($) | 370,800 | 815,760 | — |
| Health Benefits ($) | 27,767 | 37,023 | — |
| Equity Acceleration ($) | — | 15,912,816 | 15,912,816 |
| Total ($) | 398,567 | 16,765,599 | 15,912,816 |
Other policies:
- Compensation clawback: Exchange Act Rule 10D‑1/Nasdaq-compliant recovery of excess incentive-based compensation .
- Insider trading policy: Trades via Rule 10b5-1; preclearance procedures; no hedging/pledging .
Compensation Structure Notes
- Mix shift: FY2025 increased PSU proportion to 50% of total target equity for executives (60% for CEO); RSUs at 50% for executives .
- Performance metrics: Bonus plan weighted 60% revenue, 40% non-GAAP operating income; tighter caps and thresholds vs FY2024 to curb risk taking .
- Peer group and governance: Comp committee (independent) retained Compensia; peer set includes Cloudflare, CrowdStrike, Palo Alto Networks, Zscaler, etc. .
- Say-on-Pay support: 93.0% approval in 2024; stockholder feedback drove PSU expansion .
Investment Implications
- Alignment: High equity mix, mandatory ownership guidelines, and clawback/anti-pledging policies support shareholder alignment; PSUs tied to relative TSR sharpen pay-for-performance, with tranches earned at 100%/100%/72% to date .
- Retention and change-in-control economics: Double-trigger CoC with full equity acceleration (PSUs at target) plus 12 months salary and target bonus creates meaningful retention pre-CoC but could amplify dilution in a sale; FY2025 estimated CoC package ~$16.8M for Tighe (equity-driven) .
- Selling pressure signals: Multiple 10b5-1 plans authorize up to ~100k shares across FY2025–FY2026 windows, implying orderly programmed selling that may modestly increase float; sales are pre-scheduled and compliant with policy .
- Execution risk vs performance: FY2025 delivered profitable growth and strong cash generation (FCF margin 28%), yet TSR lagged the peer group; bonus funded at 98.1% but paid at 90% via negative discretion—supportive of discipline while maintaining incentives .
- Committee quality and benchmarking: Independent comp committee and reputable consultant reduce pay inflation risk; diversified, relevant peer group and improved disclosure responsive to investor engagement .