Maggie Wilderotter
OktaAbout Maggie Wilderotter
Maggie (Mary Agnes) Wilderotter was appointed to Okta’s board on August 13, 2025, as a Class II director; the board determined she is non‑independent due to prior advisory services to Okta . She is a seasoned operating executive and board chair with extensive experience across telecom, software, and corporate strategy, including Interim CEO of DocuSign (2022), CEO/Chair roles at Frontier Communications, and service on multiple public and private boards . Tenure at Okta began in August 2025; age and education were not disclosed in Okta’s filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DocuSign, Inc. | Interim Chief Executive Officer | Jun–Oct 2022 | Led interim transition at a major SaaS company |
| Frontier Communications | Executive Chair | Apr 2015–Apr 2016 | Governance and strategic oversight at large telecom |
| Frontier Communications | Chair & Chief Executive Officer | Jan 2006–Apr 2015 | Operational turnaround and scale leadership |
| Frontier Communications | President, CEO & Director | 2004–2006 | Senior operating leadership |
| Grand Reserve Inn | Chief Executive Officer & Chair | Dec 2016–Jun 2023 | Executive leadership; hospitality sector |
| Microsoft; Wink Communications | Senior leadership roles | Prior to Frontier tenure | Technology and media operating experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| DocuSign, Inc. | Board Chair; Director | Chair since Jan 2019; Director since Mar 2018 | Current public board chair |
| Costco Wholesale Corp. | Director | Oct 2015 | Current public board |
| Sana Biotechnology, Inc. | Director | May 2020 | Current public board |
| Sonoma Biotherapeutics | Director (private) | Not disclosed | Current private board |
| Tanium | Director (private) | Not disclosed | Current private board |
Board Governance
- Committee assignments at Okta: Cybersecurity Risk Committee and M&A Committee (the latter referenced as a board committee in the 8‑K) .
- Independence: Appointed as a non‑independent director due to prior advisory compensation and RSU award from Okta .
- Director since: August 13, 2025 .
- Board attendance and engagement: Not yet disclosed for Wilderotter; Okta’s board held eight meetings in fiscal 2025 (committee count varies by committee), with committee independence and charters outlined in proxy materials .
Fixed Compensation
| Component | Details | Vesting/Terms |
|---|---|---|
| Annual Board Cash Retainer | $35,000 | Standard non‑employee director program |
| Committee Chair Fees | Audit Chair $26,000; Compensation Chair $20,000; Nominating Chair $12,000; Cybersecurity Risk Chair $18,000 | Annual; role‑based |
| Committee Member Fees (non‑chair) | Audit $13,000; Compensation $10,000; Nominating $6,000; Cybersecurity Risk $9,000 | Annual; role‑based |
| Initial RSU Grant | 5,826 RSUs upon appointment (Aug 2025) | Vests annually over three years, subject to continuous service |
| Annual RSU Grant | $245,000 fair value on grant date to continuing directors | Fully vests on earlier of first anniversary or before next annual meeting, subject to service |
| RSU Sale Event Treatment | Full accelerated vesting upon sale of company (Sale Event as defined in 2017 Plan) | Change‑in‑control acceleration |
Note: Okta updated director cash retainers in 2024; the current schedule above reflects those levels .
Performance Compensation
| Metric | Applies to Directors? | Detail |
|---|---|---|
| Performance‑based equity (PSUs) | No | Director equity is RSU‑based; Okta’s PSUs and performance metrics (e.g., relative TSR) apply to executives, not non‑employee directors . |
Other Directorships & Interlocks
| Company | Role/Chair | Potential Interlock/Consideration |
|---|---|---|
| DocuSign, Inc. | Board Chair | Okta identity may integrate with DocuSign; no related‑party transactions disclosed beyond prior advisory services to Okta; monitor for transactional ties . |
| Costco Wholesale | Director | Large enterprise governance; no specific Okta transaction disclosed . |
| Sana Biotechnology | Director | No Okta transactional ties disclosed . |
| Private boards (Sonoma Biotherapeutics; Tanium) | Director | No Okta transactional ties disclosed . |
Expertise & Qualifications
- Telecom and enterprise software CEO/Chair experience (Frontier; DocuSign) .
- Corporate strategy and SaaS governance across multiple boards; extensive board network (50 boards over career) .
- Cybersecurity oversight: Appointed to Okta’s Cybersecurity Risk Committee, which oversees cybersecurity and data privacy risk management .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Initial Director RSU Grant | 5,826 RSUs | Granted August 13, 2025; reported on Form 4 |
| Prior Advisory RSUs | 4,935 RSUs | Granted Dec 14, 2023; grant date fair value $400,031; fully vested Dec 15, 2024 |
| Prior Advisory Cash Retainer | $100,000 | Fiscal year ended Jan 31, 2025 |
| Ownership Guidelines | 3x annual board cash retainer; 5 years to comply | Mandatory for non‑employee directors; hedging/pledging prohibited |
| Hedging/Pledging Policy | Prohibited | Directors must use Rule 10b5‑1 plans; no pledging permitted |
Governance Assessment
- Independence and potential conflicts: Wilderotter is explicitly non‑independent due to prior paid advisory engagement and RSU grant; this is a governance sensitivity for committee assignments and board oversight, particularly given her placement on the Cybersecurity Risk Committee and a newly referenced M&A Committee .
- Alignment: Director compensation is largely equity‑based (RSUs) with standard vesting and change‑of‑control acceleration; ownership guidelines (3x retainer within five years) and prohibition on hedging/pledging support alignment with shareholders .
- Engagement: Attendance for Wilderotter not yet disclosed given recent appointment; Okta emphasizes independent committee composition and charters for risk oversight (audit, compensation, nominating, cybersecurity risk) .
RED FLAGS
- Non‑independent status at appointment due to prior compensated advisory relationship and equity award; monitor for Item 404 related‑party disclosures in the next proxy .
- Change‑in‑control RSU acceleration for directors; standard practice but can be investor‑sensitive during strategic reviews .
- Extensive external commitments: Chairs DocuSign and sits on Costco and Sana boards; monitor for overboarding concerns and any transactional interlocks with Okta’s customers/partners as disclosed in future filings .
Insider Trade Record: Form 4 filed August 15, 2025, reported acquisition of 5,826 RSUs tied to initial director grant, with standard $0 exercise price and three‑year annual vesting .
Okta Source Citations:
- Appointment, independence, committees, prior advisory compensation and RSU grant details ; press release context .
- Non‑employee director compensation program: cash retainers, committee fees, RSU values and vesting; Sale Event acceleration .
- Committee charters and risk oversight mandates (audit, compensation, nominating, cybersecurity risk) .
- Ownership guidelines and hedging/pledging prohibition .