Michael Stankey
OktaAbout Michael Stankey
Independent director since 2016; age 66. Former Vice Chairman at Workday (2015–2024), previously President & COO (2009–2015), and a Workday board member (2015–2021). Earlier roles include Operating Partner at Greylock Partners and Chairman/CEO at PolyServe. Education: BBA, University of Wisconsin–Eau Claire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Vice Chairman; President & COO; Director | 2009–2015 (President/COO); 2015–2024 (Vice Chair); Board 2015–2021 | Executive leadership in enterprise SaaS; board governance experience |
| Greylock Partners | Operating Partner | 2007–2009 | Venture operating guidance |
| PolyServe, Inc. | Chairman & CEO | 2001–2007 | Led database/file serving company |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cloudera, Inc. | Director | Feb 2017–Oct 2021 | Technology/data analytics board experience |
| Workday, Inc. | Director | Jun 2015–Apr 2021 | Public company board tenure |
No current public company directorships disclosed beyond Okta .
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee Member .
- Independence: Board determined Stankey is independent under SEC and Nasdaq standards .
- Attendance: Board met 5 times in fiscal 2025; each director attended at least 75% of board and applicable committee meetings .
- Committee activity: Compensation Committee held 5 meetings; Nominating Committee held 5 meetings in fiscal 2025 .
- Lead Independent Director: Jeff Epstein; presides over independent director sessions and liaises with stockholders .
Fixed Compensation
| Component | Amount/Structure | Vest/Terms |
|---|---|---|
| Fiscal 2025 Cash Fees (actual) | $56,370 | Annual retainers and committee fees per program |
| Program Cash Retainers (reference) | Board member $35,000; Comp Committee Chair $20,000; Nominating Committee Member $6,000 | Paid in cash annually |
| Expense Reimbursement | Reasonable out-of-pocket for meetings | Standard director policy |
Performance Compensation
| Component | Amount/Structure | Vest/Terms |
|---|---|---|
| Fiscal 2025 Stock Awards (actual) | $245,025 (RSUs) | Annual RSU grant valued at $245,000; vests fully by the earlier of 1 year or prior to next annual meeting; accelerates on Sale Event |
| RSUs Held (as of Jan 31, 2025) | 2,832 RSUs | Outstanding director RSUs |
Directors are not granted PSUs; compensation is not tied to performance metrics. Executive PSU metrics (company-wide) reference revenue, non-GAAP operating income, and relative TSR—not applicable to non-employee directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported; no Okta executive served on boards/comp committees of entities with Okta comp committee members during fiscal 2025 .
- Related party transactions: Proxy does not disclose any specific related party transactions involving Stankey; audit committee reviews/approves related party transactions per policy .
Expertise & Qualifications
- Senior leadership in enterprise software (Workday COO/Vice Chair) .
- Board governance experience at multiple public tech companies .
- Operational, sales, and SaaS scaling background from PolyServe and Greylock .
- Education: BBA, University of Wisconsin–Eau Claire .
Equity Ownership
| Metric | Detail |
|---|---|
| Class A Shares Beneficially Owned | 24,392 |
| Class B Options (exercisable within 60 days of Apr 1, 2025) | 190,000 |
| Total Voting Power % | 2.3% (reflects Class B 10 votes/share) |
| Hedging/Pledging | Prohibited by insider trading policy; directors must trade via Rule 10b5-1 plans |
| Stock Ownership Guidelines | Directors: 3x annual cash board retainer; all directors met guidelines at last review |
Governance Assessment
- Positive signals: Independent status; chairs Compensation Committee; consistent committee activity; anti-hedging/pledging policy; mandatory ownership guidelines met; robust clawback for executives; strong say-on-pay support (93% in 2024)—collectively supportive of investor confidence .
- Potential risks/RED FLAGS: None disclosed specific to Stankey. No related-party transactions or interlocks identified; RSU acceleration on Sale Event is standard but warrants awareness in change-of-control scenarios .
- Engagement: Board/lead independent director engage with investors; nominating committee oversees governance, time commitments, and board effectiveness .
Overall, Stankey’s governance profile—committee leadership, independence, and alignment via equity ownership—supports board effectiveness with low conflict risk based on disclosed information .