Emilie Choi
OktaAbout Emilie Choi
Emilie Choi (age 46) has served as an independent director of Okta since 2022. She is President (since Nov 2020) and Chief Operating Officer (since Jun 2019) of Coinbase Global, Inc., and previously held senior corporate development and strategy roles at LinkedIn (2009–2018) and Warner Bros. (2007–2009). She holds a BA in Economics from Johns Hopkins University and an MBA from Wharton. Okta’s board has determined she is independent and an audit committee financial expert under Item 407(d) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| LinkedIn Corporation | Vice President & Head of Corporate Development; later VP Business, Data & International | Dec 2009–Mar 2018 | Led M&A and strategic growth; continued post-acquisition by Microsoft |
| Warner Bros. Entertainment | Director, Digital Business Strategy & Operations; Manager, Corporate Business Development & Strategy | Aug 2007–Dec 2009 | Digital strategy and corporate development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coinbase Global, Inc. | President; Chief Operating Officer | COO since Jun 2019; President since Nov 2020 | Executive leadership; not disclosed as a director in Okta proxy |
| Naspers Limited | Director | Apr 2017–Aug 2021 | Prior public company board service |
| Prosus N.V. | Director | Apr 2017–Aug 2021 | Prior public company board service |
| ZipRecruiter, Inc. | Director | Nov 2018–Aug 2022 | Prior public company board service |
Board Governance
- Committee assignments (current): Member, Cybersecurity Risk Committee; left Audit Committee in January 2025 .
- Chair roles: None disclosed for Ms. Choi .
- Independence: Board determined Ms. Choi is independent under Nasdaq and SEC rules; also designated an audit committee financial expert (while serving on audit) .
- Attendance: Board met five times in fiscal 2025; each director attended at least 75% of board and applicable committee meetings; all but one director attended the 2024 annual meeting .
- Board skills: Matrix credits Ms. Choi with technology/innovation, cybersecurity/privacy, global operations, senior leadership, public company boards, and finance/accounting .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Director cash fees ($) | 49,345 | Aggregate cash earned (retainer and committee fees) |
| Director stock awards ($) | 245,025 | Annual RSU grant; grant-date fair value per ASC 718 |
| RSUs outstanding (#) as of Jan 31, 2025 | 4,045 | Unvested RSUs covering Class A common stock |
| Program elements (policy) | — | Initial RSU grant $530,000 (3-year annual vest); annual cash retainer $35,000; committee member fees (e.g., Cybersecurity Risk Committee $9,000) |
Performance Compensation
| Equity Element | Grant Value | Vesting Mechanics | Evidence |
|---|---|---|---|
| Initial RSU (on board appointment) | $530,000 | Vests in equal annual installments on first three anniversaries of appointment, subject to service | |
| Annual Director RSU | $245,000 | Fully vests on earlier of first anniversary or immediately prior to next annual meeting, subject to service | |
| FY2025 Director RSU (value) | $245,025 | Grant-date fair value reported in Director Compensation Table |
Directors are not granted PSUs and do not have performance metrics tied to director equity; RSUs are time-based per the non-employee director program .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Okta .
- Prior public company directorships: Naspers, Prosus, ZipRecruiter (dates above) .
- Potential interlocks: Not disclosed; Okta’s related party section does not list transactions involving Ms. Choi .
Expertise & Qualifications
- Executive leadership and technology industry experience (LinkedIn, Coinbase) .
- Audit committee financial expert designation (while serving) .
- Board skills include cybersecurity/privacy and finance/accounting per Okta’s skills matrix .
- Education: BA (Economics, Johns Hopkins), MBA (Wharton) .
Equity Ownership
| Metric | Value | Date/Status |
|---|---|---|
| Beneficial ownership (Class A shares) | 5,243 shares | As of April 1, 2025 |
| Unvested RSUs outstanding | 4,045 units | As of Jan 31, 2025 |
| Ownership guidelines | 3x annual cash board retainer; all directors satisfied at last review | Policy compliance status reported |
| Hedging/pledging | Prohibited for directors; trades only under compliant 10b5-1 plans | Insider trading policy |
Insider Trades (Form 4)
| Date | Transaction | Shares | Post-transaction holdings | Source |
|---|---|---|---|---|
| 2025-06-20 | RSU vest; Class A acquired at $0 | 2,832 | 8,075 | |
| 2025-06-24 | New annual director RSU grant | 2,487 | n/a | |
| 2025-08-19 | RSU vest; Class A acquired at $0 | 1,213 | 9,288 |
Governance Assessment
- Board effectiveness: Ms. Choi strengthens oversight in cybersecurity via committee service and brings strategic/operator experience from Coinbase; independence and financial expertise support robust governance .
- Alignment: Director pay is primarily equity via RSUs; ownership guidelines at 3x retainer are reported as satisfied, and hedging/pledging prohibited—supporting skin-in-the-game and shareholder alignment .
- Attendance and engagement: Board-wide attendance thresholds met; overall governance framework emphasizes independent oversight and annual self-evaluations .
- Compensation structure: Standard non-employee director program (cash retainer + RSU grants) with full acceleration on sale event; no meeting fees; transparent committee fee schedule .
- Conflicts/related parties: No related party transactions involving Ms. Choi disclosed; audit committee reviews related party transactions per charter .
RED FLAGS
- None disclosed specific to Ms. Choi. No pledging/hedging permitted; no related-party transactions reported; independence affirmed .