Eric Kelleher
OktaAbout Eric Kelleher
Eric Kelleher, 53, is President and Chief Operating Officer of Okta (appointed February 1, 2025). He oversees Marketing, Customer First, Operations, GTM Strategy & Operations, Business Technology, Data & Insights, Communications, and Okta for Good, reporting to CEO Todd McKinnon . Kelleher holds an M.S. in Computer Science from Stanford and a B.S. in Computer Science & Economics from Georgetown . During his 8 years at Okta (joined 2016), he helped scale revenue from ~$150M to over $2B; previously, he built LinkedIn’s first Customer Success organization (helping grow Talent Solutions to >$2B revenue) and spent 11 years at Salesforce as it grew from ~$50M to ~$4B in revenue . Okta’s latest full-year performance (FY2025) shows revenue of $2.610B (+15% YoY), non-GAAP operating income margin 22% (vs 14% in FY2024), and free cash flow margin 28%—supporting an incentive framework tied to growth and profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Okta | President, Customer Experience & Communications | 2024–2025 | Co-led GTM with CRO; drove customer experience, brand, and growth |
| Okta | Chief Customer Officer | 2020–2024 | Led Customer First; elevated retention/satisfaction and services scalability |
| Okta | SVP, Customer First | 2019–2020 | Orchestrated customer-centric programs |
| Okta | SVP, Global Services | 2016–2019 | Built global services capability; foundation for enterprise scale |
| Leadership roles incl. building first Customer Success org | Prior to 2016 | Helped grow Talent Solutions >$2B revenue | |
| Salesforce | Leadership roles over 11 years | Prior to LinkedIn | Helped company grow from ~$50M to ~$4B revenue; shaped enterprise SaaS subscriber playbook |
External Roles
No public company directorships or external board roles disclosed for Kelleher .
Fixed Compensation
| Component | Detail | Effective | Notes |
|---|---|---|---|
| Base Salary | $500,000 | Feb 1, 2025 | Set upon appointment as President & COO |
| Target Annual Bonus | 65% of base salary | FY beginning Feb 1, 2025 | Participation in Senior Executive Incentive Bonus Plan |
| Indemnification Agreement | Standard form | Upon appointment | Company standard for executives |
Performance Compensation
Annual Bonus Design (Company Program)
| Metric | Weighting | Target | Threshold | Max | FY2025 Actual vs Target |
|---|---|---|---|---|---|
| Revenue | 60% | $2,650.9M | 90% of target | 110% of target | 98.5% achieved; funded at 97.0% before discretion |
| Non-GAAP Operating Income | 40% | $583.1M | 80% of target | 120% of target | 99.9% achieved; funded at 99.9% before discretion |
- Committee exercised negative discretion to 90% payout for NEOs; Kelleher’s FY2026 plan uses the same framework with 65% target bonus opportunity .
Equity Awards Structure (Design and Vesting)
| Award Type | Grant Value/Structure | Performance Metric | Measurement Periods | Vesting Notes |
|---|---|---|---|---|
| Time-based RSUs (Executives) | Annual grants (e.g., FY2025 NEOs: CEO 40% of shares, others 50%) | N/A | N/A | FY2025 grants vested 8.33% on June 15, 2024; remaining in 11 equal quarterly installments; future awards follow committee-determined schedules |
| PSUs (Executives) | Annual grants (e.g., FY2025 NEOs: CEO 60%, others 50% of shares at target) | Relative TSR vs Nasdaq Composite | 1-, 2-, 3-year tranches beginning Feb 1, 2024 | Achievement factor capped per design; max 200% of target across tranches |
PSU outcomes (recent determinations):
- FY2025 PSUs (Performance Period 1): 100% earned (would have been 112% but capped) .
- FY2024 PSUs (Performance Period 2): 100% earned (would have been 178% but capped) .
- FY2023 PSUs (Performance Period 3): 72% earned .
Kelleher’s appointment equity: Committee will grant time-based RSUs and PSUs valued at $12 million in the upcoming executive merit cycle; vesting dates will be set by the committee and require continued employment .
Equity Ownership & Alignment
- Beneficial ownership: Kelleher was appointed after FY2025 and is not listed in the April 1, 2025 security ownership table; executive officers and directors as a group held 1,434,847 Class A shares and 8,171,249 Class B shares as of that date .
- Stock ownership guidelines: Mandatory—CEO 5x salary; other executive officers 1x salary; directors 3x retainer. As of most recent review, all executive officers and directors met guidelines .
- Hedging/pledging: Prohibited for directors and employees; trades limited to compliant Rule 10b5-1 plans for executives .
- Settlement and trading: Insider trading policy filed; emphasizes compliance with Nasdaq and SEC standards .
Employment Terms
| Provision | Outside Change-in-Control Period | Within Change-in-Control Period (Double Trigger) | Notes |
|---|---|---|---|
| Severance (Cash) | 9 months base salary | 12 months base salary + target annual incentive | CEO receives higher multiples; Kelleher participates in Executive Severance Plan |
| Health Benefits | 9 months contribution | 12 months contribution | Lump sum/monthly per plan terms |
| Equity | No acceleration (except death policy for service-vesting awards) | Full acceleration of all unvested awards; PSUs vest at target for uncompleted periods | PSU death/disability/change-in-control treatment specified in award agreements |
| Clawback | Recovery of erroneously awarded incentive comp upon accounting restatement | Applies to current/former executive officers | Exchange Act Rule 10D-1 and Nasdaq-compliant |
| Non-compete/Non-solicit | Not disclosed | — | Standard employment, confidential information & invention assignment agreement in place |
Compensation Peer Group (Benchmarking)
| Peers used for fiscal 2025 decisions |
|---|
| Cloudflare; CrowdStrike Holdings; DocuSign; Dynatrace; Elastic; GoDaddy; HubSpot; MongoDB; Nutanix; Palo Alto Networks; Paycom Software; RingCentral; Splunk; UiPath; Workday; Zoom Video Communications; Zscaler; Twilio |
- Targeting considers 25th/50th/75th percentiles and role scope; independent consultant Compensia advises the committee .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 93.0%, signaling strong support for program design .
- Program enhancements in response to feedback: Increased proportion of performance-based equity (PSUs); added detail on board leadership and succession; expanded executive PSU mix .
Performance & Track Record (Selected highlights relevant to incentives)
- Okta FY2025 results: Revenue $2.610B (+15% YoY), non-GAAP operating income $587M (22% margin), GAAP net income $28M, net cash from operations $750M (29% margin), free cash flow $730M (28% margin) .
- Kelleher’s impact: Helped scale Okta revenues from ~$150M to >$2B; formed Office of the COO to “reignite growth” and champion Secure Identity Commitment .
Risk Indicators & Red Flags (Policy-focused)
- Hedging/pledging prohibited; mandatory 10b5-1 trading plans for executives mitigates trading risk .
- No tax gross-ups on severance/change-in-control (exception: relocation gross-up noted for CRO, not for Kelleher) .
- Equity award timing controlled by grant policy; options not granted since FY2022 (company currently uses RSUs/PSUs) .
Investment Implications
- Alignment: Kelleher’s pay mix tilts to equity with PSUs tied to relative TSR and annual cash incentives tied to revenue and non-GAAP operating income—driving focus on growth and profitability quality .
- Retention and selling pressure: Upcoming $12M RSU/PSU award creates multi-year vesting; vesting is subject to committee schedules and performance, reducing near-term selling pressure; insider trading constraints (10b5-1 plans) further mitigate opportunistic sales .
- Change-of-control economics: Double-trigger severance with equity acceleration at target for PSUs could influence executive retention and potential deal dynamics; investors should factor the incremental dilution/overhang in M&A scenarios .
- Execution risk: As COO overseeing cross-functional operations and GTM, Kelleher’s ability to translate FY2025 margin gains into durable ARR and RPO growth is key; historical scale achievements at Okta/LinkedIn/Salesforce underscore capability, but identity/cybersecurity execution remains central .