Jeff Epstein

About Jeff Epstein

Jeff Epstein (age 68) is an independent director of Okta since 2021 and serves as Lead Independent Director. He is Operating Partner at Bessemer Venture Partners and former EVP & CFO of Oracle (2008–2011); he holds a BA from Yale and an MBA from Stanford . Okta’s board has determined he is independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Role: Lead Independent Director since June 2024; presides over independent director sessions, liaises with Chair/CEO, advises on agendas, engages with large stockholders .
• Independence: Classified as independent; no family relationships with executives .
• Attendance: 100% attendance at board and committee meetings since joining in 2021; company-wide, each director attended ≥75% of meetings in FY2025, and all but one attended the 2024 AGM .
• Committee assignments (FY2025):
  • Audit Committee: Chair; eight meetings in FY2025; designated audit committee financial expert; leads oversight of reporting, controls, risk (including cybersecurity), auditor independence .
  • Nominating & Corporate Governance Committee: Member; oversees board composition, evaluations, ESG governance oversight .

Fixed Compensation

• Program structure: Non-employee directors receive cash retainers and time-based RSUs; annual RSU grant of $245,000 vests by next AGM; initial RSU $530,000 for new directors; sale event triggers full acceleration of director RSUs .
• Annual cash retainers: Board member $35,000; Lead Independent Director $20,000; Audit Committee Chair $26,000; Nominating Committee member $6,000 (member rates) .

Director compensation (reported amounts)

Performance Compensation

• Non-employee director pay has no performance-conditioned components; equity is time-based RSUs (no PSUs/options). Annual RSUs vest on the earlier of 1 year or the next AGM; all director RSUs accelerate upon a sale event per plan .

Other Directorships & Interlocks

• Current public boards: Twilio (since 2017), Couchbase (since 2015), AvePoint (since 2021). Autodesk: non-voting observer and nominated for election in June 2025 .
• Overboarding/time-commitment assessment: Nominating committee reviewed his multiple external boards and determined time commitments are manageable; also cites 100% Okta meeting attendance and active engagement .
• Compensation committee interlocks: None disclosed for Okta’s compensation committee; members were Dixon, Saeger, Stankey in FY2025 .

Expertise & Qualifications

• Capital markets and CFO expertise: Former Oracle CFO; qualifies as audit committee financial expert; strong finance/accounting background .
• Public company governance: Extensive board experience across multiple public companies .
• Investor engagement: As Lead Independent Director, participates in shareholder outreach; in FY2025 outreach, director(s) participated in 38% of meetings .
• Education: BA, Yale; MBA, Stanford .

Equity Ownership

Fixed and Variable Incentives: Structure & Signals

• Mix shift YoY: FY2025 stock award value increased to $245,025 from $200,050 after program update; cash retainers increased post-IPO first time (e.g., board member to $35,000; added Cybersecurity committee rates; audit chair to $26,000). Epstein’s higher cash in FY2025 reflects updated retainers and leadership roles (Lead Independent + Audit Chair) .
• Equity design: Time-based RSUs align with long-term ownership without leveraging performance risk; sale event acceleration applies to director RSUs under the plan .

Related-Party Transactions and Conflicts

• Company policy: Audit committee reviews/approves related party transactions >$120,000; indemnification and liability limitations disclosed .
• Disclosure: The proxy does not disclose any related party transactions involving Mr. Epstein in FY2025 beyond standard director compensation/indemnification .

Investor Sentiment Context (company-level)

• Say-on-Pay support: 93.0% approval in 2024 (FY2025 proxy), reflecting broad investor support of compensation governance; board cites increased PSU usage and stock ownership guidelines .

Governance Assessment

• Strengths:
  • Independent leadership: Lead Independent Director role with clear responsibilities; facilitates robust oversight of combined Chair/CEO structure .
  • Financial oversight: Audit Chair and audit committee financial expert; eight audit meetings in FY2025; strong attendance (100%) .
  • Shareholder engagement: Lead Independent Director involved in outreach; director participation in 38% of meetings, enhancing accountability .
  • Alignment policies: Director stock ownership guidelines met; hedging/pledging prohibited .
• Watch items:
  • Multiple external board seats: Currently three public boards (Twilio, Couchbase, AvePoint) and nominated for Autodesk; nominating committee assessed time commitments as manageable, but investors may monitor for overboarding risk if elected to Autodesk .
  • Venture affiliation: Operating Partner at Bessemer Venture Partners; no Okta-related transactions disclosed, but network interlocks warrant routine monitoring by the audit/nominating committees .

Overall, Epstein’s profile—finance expertise, audit leadership, independence, and full attendance—supports board effectiveness and investor confidence; the primary governance risk to monitor is expanded external board workload, which Okta’s nominating committee has reviewed with an explicit time commitment assessment and positive attendance record .