David Schellhase
OktaAbout David Schellhase
David Schellhase was appointed as an independent Class III director of Okta, effective August 13, 2025, and currently serves on the Compensation and Nominating & Corporate Governance Committees. He brings deep SaaS, corporate strategy, and legal leadership experience from prior General Counsel roles at Slack, Salesforce, and Groupon, and senior operating and advisory posts in technology and cybersecurity; education and age were not disclosed in company materials. His initial Form 3 indicated no beneficial ownership at appointment, and he will participate in Okta’s standard non‑employee director compensation and director stock ownership guidelines (3x annual retainer within five years) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Slack Technologies, Inc. | General Counsel | Dec 2016 – Aug 2021 | Led legal function at a public SaaS collaboration platform |
| Groupon, Inc. | General Counsel | Jun 2011 – Jan 2014 | Public company GC; e‑commerce legal and governance oversight |
| Salesforce, Inc. | General Counsel | Jul 2002 – May 2011 | Enterprise SaaS GC; scaled legal operations through growth |
| Honest Work Corporation | Chief Operating Officer | Feb 2015 – Apr 2016 | Operating role until acquisition by Twitter, Inc. |
| Sullivan & Cromwell LLP | Of Counsel | Nov 2022 – Jan 2025 | Technology‑focused corporate legal advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ballistic Ventures | Entrepreneur‑in‑Residence | Since Jul 2025 | Cybersecurity VC advisory role |
| Stanford University (MS&E) | Adjunct Lecturer | Not disclosed | Academic engagement in management science & engineering |
Board Governance
- Independence: Appointed as an independent director; no arrangements or related‑party transactions requiring disclosure under Item 404(a) .
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Term/class: Class III director through the 2026 Annual Meeting, until successor elected/qualified .
- Attendance: Company expects directors to prepare for, attend, and participate in all board and applicable committee meetings; individual attendance for Mr. Schellhase has not yet been disclosed given the recent appointment .
- Governance framework: Compensation, Nominating, Audit, and Cybersecurity Risk committees are independent; charters and oversight responsibilities documented (risk, compensation design, board composition, and cyber/privacy oversight) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $35,000 | Standard non‑employee director program |
| Compensation Committee member fee | $10,000 | Member (non‑chair) annual cash retainer |
| Nominating Committee member fee | $6,000 | Member (non‑chair) annual cash retainer |
| Initial RSU grant | 5,826 RSUs | Vests annually over 3 years, subject to continuous service |
| Annual RSU grant (ongoing) | $245,000 fair value | Granted at each annual meeting; one‑year vest (time‑based) |
| Change‑in‑control treatment | Full RSU acceleration | RSUs for non‑employee directors fully accelerate upon a Sale Event under the 2017 Plan |
Notes: Okta’s standard non‑employee director compensation program provides an initial RSU award with a $530,000 fair value at appointment (three‑year annual vesting) and annual RSUs with a $245,000 fair value (one‑year vesting). Mr. Schellhase’s appointment 8‑K specifies his initial grant as 5,826 RSUs and participation in the standard arrangements .
Performance Compensation
| Performance Metric | Applies to Non‑Employee Directors? | Notes |
|---|---|---|
| PSU with TSR metrics | No | Director equity is RSU‑based and time‑vested; PSUs and TSR metrics apply to NEOs, not directors |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| None disclosed | — | No current public company directorships disclosed in Okta’s 8‑K and press release |
Expertise & Qualifications
- Legal and governance leadership: Multi‑cycle GC experience at large‑scale SaaS and public companies (Slack, Salesforce, Groupon) .
- Corporate strategy and operations: COO experience and venture EIR role in cybersecurity; technology‑focused legal advisory at a leading law firm .
- Board‑relevant skills: Compensation governance (Comp Committee member) and board composition/independence oversight (Nominating Committee member) .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | No securities beneficially owned at appointment (filed Aug 14, 2025) |
| Unvested RSUs | 5,826 RSUs (initial grant) with three annual tranches |
| Ownership guidelines | 3x annual board retainer; five years to comply from appointment |
| Hedging/Pledging | Prohibited for directors under insider trading policy |
| Indemnification | Company’s standard indemnification agreement executed |
Insider Filings & Trades
| Date | Form | Key Disclosure | Shares |
|---|---|---|---|
| Aug 14, 2025 | Form 3 | Initial statement of beneficial ownership; “No securities are beneficially owned.” | 0 |
| Aug 2, 2025 | Exhibit 24 (POA) | Power of Attorney executed by David Schellhase | — |
Governance Assessment
- Positive signals:
- Independence with no related‑party transactions disclosed; participation on Compensation and Nominating committees aligns with his legal and governance background .
- Strong alignment policies: mandatory director ownership (3x retainer within five years) and prohibition on hedging/pledging support investor alignment .
- Transparent and market‑standard director pay: cash retainers plus time‑vested RSUs; committee fees consistent with Nasdaq governance best practices .
- Watch items:
- Change‑in‑control full acceleration of RSUs for directors can be viewed as shareholder‑unfriendly by some investors, though commonplace; monitor any shifts in director equity design .
- Attendance and engagement metrics for Mr. Schellhase will be determinable after his first proxy cycle; board guidelines emphasize time commitment reviews and annual evaluations .
- Context:
- Okta’s say‑on‑pay support for executives was strong at 93.0% in 2024, reflecting general investor confidence in compensation governance; while not director‑specific, it frames the company’s governance environment .
RED FLAGS: None disclosed specific to Mr. Schellhase at appointment (no Item 404(a) transactions; hedging/pledging prohibited; initial Form 3 shows zero ownership at appointment with standard RSU grant thereafter) .