Larissa Schwartz
OktaAbout Larissa Schwartz
Larissa Schwartz is Okta’s Chief Legal Officer and Corporate Secretary (age 53), serving in the role since March 2023 after joining Okta in 2015 and progressing through senior corporate and securities legal roles. She holds a JD (University of Hawaii), MPhil and MA (Yale), and BA (Middlebury), and previously served at Jazz Pharmaceuticals and the law firms Fenwick & West and Simpson Thacher & Bartlett . Company performance relevant to executive incentives: fiscal 2025 revenue grew 15% to $2.610B; GAAP net income was $28M; free cash flow was $730M; PSUs are tied to relative TSR versus Nasdaq Composite with tranche achievements of 100% (FY25 PP1), 100% (FY24 PP2), and 72% (FY23 PP3) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Okta, Inc. | Chief Legal Officer & Corporate Secretary | Mar 2023–present | Oversees legal, governance; corporate secretary responsibilities |
| Okta, Inc. | SVP, Deputy General Counsel, Corporate & Securities | Aug 2020–Mar 2023 | Led corporate/securities; supported public company governance |
| Okta, Inc. | VP/Associate GC, Corporate & Securities; Assistant Corporate Secretary | Jun 2017–Aug 2020; Dec 2015–Mar 2023 | Scaled public company legal infrastructure; SEC compliance |
| Okta, Inc. | Associate General Counsel, Sr. Director, Corporate & Securities | Nov 2015–Jun 2017 | Built core legal processes pre/post-IPO |
| Jazz Pharmaceuticals plc | Corporate Counsel | Oct 2012–Nov 2015 | Biopharma corporate legal and securities compliance |
| Fenwick & West LLP | Corporate attorney | Prior to 2012 | Technology corporate law, capital markets |
| Simpson Thacher & Bartlett LLP | Corporate attorney | Prior to 2012 | M&A, capital markets, corporate governance |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 450,000 | 460,180 |
| Target Bonus (% of Base) | 50% | 50% |
| Actual Cash Bonus ($) | 191,250 | 207,081 |
| All Other Compensation ($) | 5,026 | 3,742 |
| Total Reported Compensation ($) | 9,088,009 | 7,335,624 |
Notes:
- FY25 base salaries were reviewed in March 2024; Schwartz received a 3% cost-of-living adjustment effective May 1, 2024 .
- FY25 Bonus Plan funded at 98.1% on revenue/non-GAAP operating income but Committee applied negative discretion to 90% of target; Schwartz’s FY25 bonus paid $207,081 .
Performance Compensation
Annual Incentive (FY 2025 Bonus Plan)
| Metric | Weight | Target | Actual | Achievement | Payout Basis |
|---|---|---|---|---|---|
| Revenue ($mm) | 60% | 2,650.9 | 2,610.3 | 98.5% | 97.0% of target before discretion |
| Non-GAAP Operating Income ($mm) | 40% | 583.1 | 582.7 | 99.9% | 99.9% of target before discretion |
| Overall Funding | — | — | — | — | 98.1% funded; reduced to 90% for NEOs |
Design details:
- Thresholds: Revenue 90%→80% payout; Non-GAAP Op Inc 80%→60% payout; Maximum capped at 120% of target .
- Weighting increased on profitability vs FY24, enhancing cost discipline focus .
Equity Awards and Vesting (FY 2025 Grants)
| Award Type | Grant Date | Target Value ($) | Shares/Units | Vesting/Performance |
|---|---|---|---|---|
| RSU | 3/29/2024 | 2,000,000 | 23,240 | 8.33% on 6/15/2024; remaining in 11 equal quarterly installments; continuous service required |
| PSU (Relative TSR vs Nasdaq Composite) | 3/29/2024 | 2,000,000 | 23,240 target units | Three performance periods (FY25 PP1; FY26 PP2; FY27 PP3) with achievement factors; total earnout 0–200% of target |
PSU achievements to date (company-wide design applies to NEO awards):
- FY25 Performance Period 1: earned 100% (capped) .
- FY24 Performance Period 2: earned 100% (capped) .
- FY23 Performance Period 3: earned 72% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 22,125 Class A shares; 14,000 Class B options exercisable within 60 days of April 1, 2025; <1% ownership |
| Outstanding RSUs (unvested) as of 1/31/2025 | 22,227; 17,430; 16,504 units with aggregate market values disclosed (at $94.22 per share) |
| Outstanding PSUs (unearned) as of 1/31/2025 | 35,032; 38,734 units; payout contingent on relative TSR performance |
| Ownership Guidelines | Executive officers must hold ≥1x base salary; all executive officers met guidelines as most recently reviewed |
| Hedging/Pledging | Prohibited for directors and employees; trading generally via compliant 10b5‑1 plans |
| 10b5‑1 Trading Plan | Adopted July 3, 2025, to sell up to 14,163 shares plus shares from future RSU vesting; sales scheduled from Oct 8, 2025 until all shares are sold or Sept 30, 2026 |
Insider selling pressure indicator:
- The active 10b5‑1 plan could lead to periodic selling during scheduled windows, including RSU release-related sales, through Sept 30, 2026 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Offer letter in Oct 2015; at-will employment; eligibility for U.S. benefit plans |
| Severance (non‑CIC) | 9 months base salary and 9 months health benefit contributions for executive officers (other than CEO); general release required |
| Change-in-Control (double trigger) | 12 months base salary; target annual incentive; 12 months health benefits; full acceleration of unvested options/RSUs; PSUs vest at target; general release required |
| Clawback | Exchange Act Rule 10D‑1 and Nasdaq‑compliant policy; recoupment of erroneously awarded incentive compensation upon required restatement |
| Potential Payments (as of 1/31/2025) | Termination without cause (non‑CIC): $356,546; Termination without cause or with good reason (CIC): $8,469,648; Death: $7,762,503 |
| Tax Gross-Ups | No excise tax gross-ups on CIC payments; no general tax gross-ups; only CRO relocation had gross-up; not applicable to Schwartz |
| Non‑Compete/Non‑Solicit | Not disclosed in proxy |
Performance & Track Record
- FY2025 corporate performance: revenue $2.610B (+15% YoY), subscription revenue $2.556B (+16% YoY); GAAP operating loss narrowed to $74M vs $516M prior year; GAAP net income $28M; free cash flow $730M (28% margin) .
- Pay-versus-performance context: compensation programs align pay with TSR and revenue; SEC “compensation actually paid” framework shows CAP tracking TSR over time; company-selected measure is revenue .
- Governance role: Schwartz serves as Corporate Secretary and has executed filings (e.g., 8‑K signatory) .
Compensation Structure Analysis
- Increased PSU mix for executive officers in FY2025 (50% of equity for non‑CEO) in response to shareholder feedback; RSUs comprise the remainder, lowering risk versus options .
- Annual bonus design raised weighting to profitability (non‑GAAP operating income), signaling focus on margin improvement; payout capped at 120% to discourage risk-taking; Committee applied negative discretion to align with broader workforce outcomes .
- Ownership alignment reinforced by mandatory stock ownership guidelines and prohibition on hedging/pledging .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 93.0%; broader outreach to holders of ~61% of outstanding common stock; feedback supported performance‑based equity and increased PSU mix .
Investment Implications
- Insider selling plan: The July 2025 10b5‑1 plan to sell up to 14,163 shares plus RSU vesting shares suggests scheduled selling into late 2025–2026; monitor Form 4s for execution pace and incremental new plans to assess selling pressure .
- Retention and CIC economics: Double‑trigger CIC protection with full acceleration (PSUs at target) and 12 months cash/benefits lowers exit friction but may incentivize retention through ongoing RSU/PSU vesting; estimated CIC package ~$8.47M supports stability yet represents dilution risk if broad leadership turnover occurs .
- Alignment: Compliance with stock ownership guidelines and clawback policy, plus PSU relative TSR design with capped near‑term tranches, aligns pay with shareholder outcomes; increased profitability weighting in bonus supports margin-driven valuation re‑rating .
- Risk flags: No hedging/pledging and no excise tax gross-ups reduce governance red flags; absence of disclosed related party transactions; continue tracking legal/cyber disclosures and any changes in severance plan or award modifications .