Robert L. Dixon, Jr.
OktaAbout Robert L. Dixon, Jr.
Independent director of Okta since 2019; age 69. Former Global Chief Information Officer and Senior Vice President at PepsiCo (2007–2016), prior 30-year IT leadership career at Procter & Gamble beginning in 1977; founder/owner of The RD Factor, Inc. (digital/IT consulting) since December 2016. He is chair of Okta’s Cybersecurity Risk Committee and a member of the Compensation Committee; Okta’s board has determined he is independent under SEC and Nasdaq standards. He holds a B.S. in Electrical Engineering from the Georgia Institute of Technology.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Global Chief Information Officer & SVP | 2007–2016 | Led global IT; brings technology and customer perspective as noted by Okta’s board. |
| The Procter & Gamble Company | Various IT leadership roles incl. VP, Global Business Services | 1977–2007 | Senior IT/operations leadership across global businesses. |
| The RD Factor, Inc. | Founder/Owner (digital & IT consulting) | Dec 2016–present | Technology advisory/consulting practice. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Elevance Health, Inc. (formerly Anthem) | Director | 2011–present | Public company directorship. |
| Build-A-Bear Workshop, Inc. | Director | Feb 2018–present | Public company directorship. |
| Georgia Institute of Technology | College of Computing Advisory Board member; Foundation Board Emeritus Trustee | N/A | Academic/non-profit governance roles. |
| IBM | CIO Advisory Board (prior) | N/A | Prior advisory role. |
Board Governance
- Independence: Okta’s board determined Dixon is independent under SEC and Nasdaq rules.
- Committee assignments:
- Cybersecurity Risk Committee: Chair.
- Compensation Committee: Member.
- Attendance: In fiscal 2025, the board met 5 times; each director attended ≥75% of board and applicable committee meetings.
- Years of service on Okta board: Director since 2019 (Class III).
- Lead independent director: Jeff Epstein (not Dixon); the lead independent director presides over independent director sessions and stockholder outreach.
- Committee activity levels (context): Audit (8 meetings), Compensation (5), Nominating (5); Cybersecurity Risk Committee oversight scope includes cybersecurity and data privacy program effectiveness.
Fixed Compensation
| Item | Fiscal 2025 Amount | Notes |
|---|---|---|
| Cash fees (retainers/committee fees) | $53,160 | Reflects board retainer plus applicable committee chair/member fees (program schedule shown below). |
| Equity (RSUs grant-date fair value) | $245,025 | Annual non-employee director RSU grant. |
| Total | $298,185 | Sum of cash and stock awards for fiscal 2025. |
| RSUs outstanding at 1/31/2025 (count) | 2,832 | As of year-end. |
Program schedule (for context): annual cash retainers—Board Member $35,000; Compensation Committee member $10,000; Cybersecurity Risk Committee Chair $18,000; additional roles per schedule. Annual RSU grant: $245,000 grant-date value (initial new-director RSU: $530,000; not applicable to Dixon in 2025).
Performance Compensation
| Equity Vehicle | Structure | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Director RSUs | Time-based RSUs granted annually | Fully vest on earlier of 1-year anniversary or just prior to next annual meeting, subject to service | Full accelerated vesting upon a Sale Event per 2017 Plan; settled in Class A shares. |
Notes:
- Okta does not grant performance-based equity to non-employee directors; director equity is time-based RSUs aligned with stockholder outcomes.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Elevance Health, Inc. | Director | No compensation committee interlocks disclosed between Okta executives/directors and other companies; committee members (incl. Dixon) were independent and no interlocks reported for fiscal 2025. |
| Build-A-Bear Workshop, Inc. | Director | No related-party transactions involving Dixon disclosed by Okta for fiscal 2025. |
Expertise & Qualifications
- Technology/cybersecurity leadership: Former global CIO; board skills matrix lists technology/innovation, cybersecurity, senior leadership, public company boards, and risk management competencies among board capabilities.
- Customer/operator perspective: Okta cites his CIO and advisory background as bringing valuable technology and customer perspective to the board.
- Governance experience: Multiple public company boards; independent director at Okta with committee leadership in cybersecurity risk.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (Class A) | 8,637 shares (as of April 1, 2025); <1% of total outstanding. |
| RSUs outstanding | 2,832 RSUs (as of Jan 31, 2025). |
| Ownership guidelines | Directors must hold ≥3x annual cash board retainer; as of the most recent review, all non-employee directors met guidelines. |
| Hedging/pledging | Prohibited for directors and employees; trading requires compliant 10b5-1 plans. |
Governance Assessment
- Strengths
- Independent director with deep CIO background; chairs the Cybersecurity Risk Committee overseeing cyber/privacy risk, controls, resiliency, and incident response with periodic CSO reporting.
- Member of Compensation Committee; committee is fully independent, uses an independent consultant (Compensia), and reported no interlocks; 2024 Say‑on‑Pay support at 93.0% indicates strong investor alignment.
- Ownership alignment via mandatory stock ownership guidelines (met) and prohibition on hedging/pledging.
- Attendance expectations met (≥75% for directors in fiscal 2025).
- Watch items
- Board workload: Dixon holds two other public company directorships in addition to Okta; Okta’s nominating committee reviews director time commitments and board/committee effectiveness annually.
- Related-party review framework is robust (audit committee oversight; policy in place); no related-party transactions involving Dixon disclosed for fiscal 2025.