Shellye Archambeau - Director | Okta (OKTA) Executive Profile & Compensation

About Shellye Archambeau

Independent director of Okta since December 2018; age 62 as of the 2025 Proxy. Former CEO of MetricStream (2002–2018) with prior senior roles at Loudcloud (CMO & EVP Sales), NorthPoint Communications (CMO), Blockbuster (President, e-commerce), and a 15-year executive career at IBM. She holds a B.S. from the Wharton School (University of Pennsylvania). Current public boards include Verizon Communications (since 2013), Roper Technologies (since 2018), and Lineage, Inc. (since 2024); prior boards include Nordstrom (2015–2022) and Arbitron (2005–2013) .

Past Roles

Organization	Role	Tenure	Committees/Impact
MetricStream, Inc.	Chief Executive Officer	2002–2018	Led a GRC and quality management software provider .
Loudcloud, Inc.	Chief Marketing Officer; EVP Sales	Not disclosed	Senior go-to-market leadership .
NorthPoint Communications Group, Inc.	Chief Marketing Officer	Not disclosed	Senior marketing leadership .
Blockbuster Inc.	President, e-commerce division	Not disclosed	Scaled digital channel .
IBM	Domestic and international executive roles	~15 years	General management track .

External Roles

Company	Role	Tenure	Committees/Notes
Verizon Communications Inc.	Director	2013–present	Not disclosed in Okta proxy .
Roper Technologies, Inc.	Director	2018–present	Not disclosed in Okta proxy .
Lineage, Inc.	Director	2024–present	Not disclosed in Okta proxy .
Nordstrom, Inc.	Director (former)	2015–2022	Not disclosed in Okta proxy .
Arbitron Inc.	Director (former)	2005–2013	Not disclosed in Okta proxy .

Board Governance

Committee assignments (current): Audit Committee member; Cybersecurity Risk Committee member (cyber committee established as a standing committee in Dec-2023) .
Committee chair history: Served as Audit Committee Chair during fiscal 2021; later succeeded by Jeff Epstein as Chair in May 2021 .
Independence: Board determined Ms. Archambeau is independent under Nasdaq and SEC rules in 2024 and 2025 .
Attendance: Each director attended at least 75% of board and applicable committee meetings in fiscal 2024; similar disclosure for fiscal 2022 and fiscal 2021 .
Cybersecurity oversight: Member of the Cybersecurity Risk Committee, which oversees cybersecurity and data privacy risk management; the predecessor ad hoc committee held four meetings in fiscal 2024 .
Audit oversight: Identified by the board as an “audit committee financial expert” (with Jeff Epstein) in the 2022 proxy; all current audit committee members meet financial literacy requirements .
Lead Independent Director context: Jeff Epstein is Lead Independent Director in 2025 (transitioned from Ben Horowitz after the 2024 annual meeting) .

Fixed Compensation

Non-employee director cash retainer schedule (effective 2025): Board $35,000; Lead Independent Director +$20,000; Audit Chair $26,000; Compensation Chair $20,000; Nominating Chair $12,000; Cybersecurity Risk Chair $18,000; and respective member retainers (Audit $13,000; Compensation $10,000; Nominating $6,000; Cybersecurity $9,000) .
Prior schedule (through 2023): Board $30,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $8,000; member retainers (Audit $10,000; Compensation $7,500; Nominating $4,000) .

Fiscal Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
2019	4,076	350,006	354,082
2020	38,736	200,087	238,823
2021	41,685	200,138	241,823
2022	42,962	200,122	243,084
2023	40,000	200,037	240,037
2024	40,000	200,050	240,050
2025	50,440	245,025	295,465

Notes: In spring 2024, Okta increased non-employee director compensation for the first time since IPO to align with market; changes effective at the 2024 Annual Meeting (initial RSU change effective April 2024) .

Performance Compensation

Equity structure (time-based RSUs):
- Initial grant on joining the board: RSUs with grant-date fair value of $530,000 (effective April 2024; previously $350,000) vesting in three equal annual installments on the first three anniversaries of appointment, subject to service .
- Annual grant at each annual meeting: RSUs with grant-date fair value of $245,000 (previously $200,000) vesting in full on the earlier of the first anniversary or immediately prior to the next annual meeting, subject to service .
- All director RSUs are settled in Class A shares and subject to full accelerated vesting upon a “Sale Event” as defined in the 2017 Equity Incentive Plan .
No performance-conditioned director awards disclosed (no PSU metrics for directors) .

Equity Element	Value	Vesting	Change/Notes
Initial RSU (on appointment)	$530,000 (since Apr-2024)	3 equal annual installments	Prior value $350,000 .
Annual RSU (each AGM)	$245,000	Fully vests by next AGM or first anniversary	Prior value $200,000 .
Acceleration	N/A	Full acceleration upon Sale Event	Applies to all director RSUs .

Historical initial grant at appointment (Dec-13-2018): 5,203 RSUs vesting annually over three years beginning Dec-13-2019; also $30,000 annual board cash at that time .

Other Directorships & Interlocks

Current boards: Verizon, Roper Technologies, Lineage (see External Roles). Independence reaffirmed by Okta’s board in 2024 and 2025 after reviewing backgrounds, affiliations, beneficial ownership, and any transactions in “Certain Relationships and Related Party Transactions” .
No related-party transactions with Ms. Archambeau were reported at her appointment (Item 404(a), Dec-13-2018 8-K) .

Expertise & Qualifications

Skills matrix (2023 proxy) indicates capabilities in technology/innovation, global sales/markets/operations, senior leadership, public company boards, risk management, marketing/brand, and finance/accounting .
Audit oversight: Financial literacy and designated Audit Committee “financial expert” (with Epstein) per 2022 proxy; all current audit committee members meet financial literacy requirements (2024 proxy) .
Education: B.S., Wharton School (University of Pennsylvania) .

Equity Ownership

Beneficial ownership and RSUs:

As of	Class A Shares Beneficially Owned	% Ownership	RSUs Outstanding (not yet settled)
Apr-1-2023	8,664	<1%	2,378 (as of Jan-31-2023)
Apr-1-2024	11,042	<1%	2,818 (as of Jan-31-2024)
Apr-1-2025	8,860	<1%	2,832 (as of Jan-31-2025)

Ownership guidelines: Mandatory stock ownership guidelines require directors to hold stock valued at 3x the annual cash board retainer within five years of board appointment; as of the most recent review, all non-employee directors had satisfied the guidelines .
Hedging/pledging: Insider trading policies prohibit hedging and pledging of company securities by directors and employees; board and executives may trade only via compliant 10b5-1 plans .

Governance Assessment

Board effectiveness and expertise: Long-tenured operator and former CEO with audit expertise; served as Audit Committee Chair (fiscal 2021) and currently serves on Audit and Cybersecurity Risk Committees, aligning with Okta’s risk profile; designated audit financial expert and part of strengthened cyber oversight since December 2023 .
Independence and attendance: Board determined independent in 2024 and 2025; company reports at least 75% attendance for all directors in recent years reviewed .
Pay and alignment: Director compensation is predominantly equity via time-based RSUs with clear vesting and market-aligned updates in 2024; holdings are modest in absolute terms but the company reports all directors meet ownership guidelines; hedging/pledging is prohibited, supporting alignment .
Conflicts/related-party risk: No Item 404(a) transactions at appointment; independence reaffirmed after review of any transactions each year; no family relationships .

RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or low attendance; equity awards are time-based rather than performance-based, which is standard for directors but provides limited direct pay-for-performance linkage .