Jon Addison
OktaAbout Jon Addison
Jon Addison is Okta’s Chief Revenue Officer, appointed in November 2023 after serving as Interim CRO from February to November 2023 and General Manager of EMEA from September 2021 to November 2023 . He holds a Bachelor’s Degree in Geography and Economics from King’s College London . Okta’s performance share unit (PSU) design ties payouts to relative TSR versus the Nasdaq Composite; for periods ending January 31, 2025, tranche one of FY2025 PSUs and tranche two of FY2024 PSUs earned at 100%, while tranche three of FY2023 PSUs earned at 72%, evidencing alignment to market-based performance . In FY2025, Addison’s commission-based cash incentive paid 85.8% of target based on net ARR achievement, reinforcing pay-for-performance within Sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Okta | Chief Revenue Officer | Nov 2023–present | Executive sales leadership for global revenue |
| Okta | Interim Chief Revenue Officer | Feb 2023–Nov 2023 | Transition leadership of go-to-market |
| Okta | General Manager, EMEA | Sep 2021–Nov 2023 | Led EMEA regional business |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VP, EMEA & LATAM, Talent Solutions | Sep 2019–Oct 2021 | Led multi-region Talent Solutions sales | |
| Head of Sales, Talent Solutions, U.K. | Oct 2016–Sep 2019 | Led U.K. Talent Solutions sales | |
| Oracle; Finastra; OpenText; Pitney Bowes; Capgemini | Various roles | N/A | Enterprise software and technology sales experience |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 364,896 | 383,704 |
| All Other Compensation ($) | 29,113 | 147,102 |
| Notable Perquisites (FY2025) | — | UK pension match $14,514; UK life assurance $1,571; term life $287; car allowance $8,964; relocation services $121,767 incl. tax gross-up $39,797 |
Performance Compensation
Cash Incentive (Sales Commission Plan)
| Metric | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| Net ARR (commission-based) | 100% of commission opportunity | Not disclosed (competitive sensitivity) | 85.8% of target | 382,386 | Target commission set at 50% of overall target cash comp (base + commission) |
Equity Awards (FY2025 Grants and Design)
| Award Type | Grant Date | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| RSU | 3/29/2024 | Service-based | 50% of executive equity mix | 17,430 shares | Time-based; no performance measure | 8.33% on 6/15/2024; remainder in 11 equal quarterly installments thereafter |
| PSU | 3/29/2024 | Relative TSR vs Nasdaq Composite | 50% of executive equity mix | 17,430 shares (target) | For periods ending 1/31/2025, tranche one earned at 100% | Three tranches over one-, two-, three-year periods beginning 2/1/2024; performance-based vesting |
| Total Stock Awards (Grant Date Fair Value, FY2025) | — | — | — | — | $4,998,401 | Aggregate RSU and PSU grant-date fair values, ASC 718 |
Stock Vested and Realized Value (FY2025)
| Item | Amount |
|---|---|
| Shares acquired on vesting (#) | 45,310 |
| Value realized on vesting ($) | 4,062,339 |
| Option exercises (# / $) | None / — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 26,072 Class A shares; <1% of shares outstanding |
| Outstanding Unvested RSUs (as of 1/31/2025) | 4,276 (12/15/2021; MV $402,885) ; 4,241 (3/15/2022; MV $399,587) ; 16,588 (3/15/2023; MV $1,562,921) ; 28,728 (12/15/2023; MV $2,706,752) ; 13,073 (3/15/2024; MV $1,231,738) ; 5,810 (3/15/2025; MV $547,418) |
| Outstanding PSUs (Unearned, as of 1/31/2025) | 29,050 target units; payout value $2,737,091 |
| Options | No outstanding options reported for Addison |
| Ownership Guidelines | Executives must hold ≥1x base salary; five years to comply; as of most recent review, all executive officers satisfied guidelines |
| Hedging/Pledging | Prohibited for directors and employees, including executive officers |
| Trading Controls | Executives may trade only via Rule 10b5-1 compliant plans |
Employment Terms
| Provision | Non-CIC Termination | CIC Termination (Double-Trigger) |
|---|---|---|
| Base Salary Severance | 9 months of base salary | 12 months of base salary |
| Target Bonus/Commission | — | Lump sum equal to target annual incentive opportunity |
| Health Benefits | 9 months company contribution | 12 months company contribution |
| Equity Acceleration | None | Full acceleration of all unvested equity; PSUs deemed satisfied at target |
| Estimated Addison Economics (assumes 1/31/2025 stock price $94.22) | Cash severance $337,500; health $27,767; total $365,267 | Cash severance $900,000; health $37,023; equity acceleration $7,946,138; total $8,883,161 |
| Clawback | Exchange Act Rule 10D-1 and Nasdaq-compliant clawback policy for erroneously awarded incentive comp | |
| Relocation Gross-Ups | No tax gross-ups on severance/CIC payments; exception: relocation benefit gross-up for CRO; Addison received $39,797 as part of relocation services | |
| Employment Agreements | Subject to standard employment, confidential information and invention assignment agreement |
Compensation Committee Analysis
- Peer Group: For FY2025 decisions, the committee used a SaaS/cloud peer set including Cloudflare, CrowdStrike, DocuSign, Dynatrace, Elastic, GoDaddy, HubSpot, MongoDB, Nutanix, Palo Alto Networks, Paycom, RingCentral, Splunk, Twilio, UiPath, Workday, Zoom, Zscaler .
- Design Changes: Increased PSU mix to 50% for executive officers (CEO at 60%), with RSUs at 50% for execs, 40% for CEO, enhancing performance-based equity weighting .
- Policy Highlights: Pay-for-performance philosophy, independent committee and consultant, stock ownership guidelines, clawback policy; prohibits hedging/pledging; no single-trigger CIC payouts; no severance/CIC tax gross-ups (except relocation gross-up noted) .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 93.0% approval, with ongoing engagement and positive feedback on performance-based equity; PSU program expanded in FY2025 in response .
Investment Implications
- Alignment: Addison’s equity is split 50/50 PSUs and RSUs, with PSUs tied to relative TSR and FY2025 tranche one earned at 100%, indicating strong alignment of pay with market performance and shareholder returns .
- Incentive Rigor: Commission plan paid 85.8% of target on below-target net ARR, demonstrating non-discretionary payout discipline; future cash incentives remain sensitive to Sales execution and net ARR delivery .
- Retention and Acceleration: Significant unvested RSUs/PSUs and quarterly RSU vesting cadence provide ongoing retention value; CIC economics include full acceleration with PSUs at target, which could influence behavior in strategic transaction scenarios .
- Trading Signals: 45,310 shares vested in FY2025 with $4.06M value realized, a potential tax-withholding-related selling catalyst around vest dates; hedging/pledging prohibitions and mandatory 10b5-1 plans mitigate alignment and compliance risks .
- Governance Quality: Strong shareholder support (93% Say-on-Pay), mandatory ownership guidelines met, and a robust clawback policy reduce compensation-related governance risk .