Shibu Ninan
OktaAbout Shibu Ninan
Shibu Ninan, age 50, is Okta’s Chief Accounting Officer (CAO) since August 2022. He previously served as CAO at Veritas Technologies (2015–2022) and at Saba Software (2013–2015), and earlier was a Senior Manager at KPMG US and Deloitte India; he holds a Bachelor of Commerce (Bangalore University), is a Chartered Accountant (ICAI), and a U.S. CPA (AICPA) . Under his tenure, Okta delivered FY2025 revenue of $2.610B (+15% YoY), improved GAAP operating loss to -3% of revenue, achieved non-GAAP operating income of $587M (22% margin), and generated $730M FCF (28% margin); cumulative TSR since FY2020 stood at $74 versus $280 for the S&P 500 IT Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veritas Technologies LLC | Vice President, Chief Accounting Officer | Jul 2015 – Aug 2022 | Led global accounting for data management company; public-company rigor in complex carve-out environment |
| Saba Software, Inc. | Chief Accounting Officer | Nov 2013 – Jun 2015 | Oversaw accounting for cloud talent management; company later acquired by Cornerstone OnDemand |
| KPMG US | Senior Manager | Prior to 2013 | Audit/Advisory leadership for U.S. clients; SOX/internal control expertise |
| Deloitte India | Senior Manager | Prior to KPMG | Audit/Advisory leadership; IFRS/Indian GAAP expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 175,606 | 399,000 | 408,027 (effective annual base set at $410,970 from May 1, 2024) |
| Target Bonus (% of Base) | Not disclosed for 2023 | 45% (unchanged in FY2025) | 45% |
| Actual Bonus Paid ($) | 39,608 | 161,596 | 165,251 (paid at 90% of target after committee discretion) |
| Perquisites/Other ($) | 2,280 | 5,833 | 6,242 (includes $5,000 401(k) match and $1,242 life insurance) |
Performance Compensation
| Component | Design | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|---|
| Annual Bonus Plan | Corporate metrics: GAAP Revenue and Non-GAAP Operating Income | 60% Revenue / 40% Non-GAAP OI | Revenue $2,650.9M; Non-GAAP OI $583.1M | Revenue $2,610.3M (98.5%); Non-GAAP OI $582.7M (99.9%) | Plan funded at 98.1%; reduced to 90% via negative discretion; Ninan received $165,251 |
| PSUs (FY2025 grant) | Relative TSR vs Nasdaq Composite; 3 tranches: 1-, 2-, 3-year; 0–200% payout | — | Target shares: 5,810 | FY2025 Tranche 1 earned at 100% (capped); prior cycles: FY2024 tranche 2 at 100%, FY2023 tranche 3 at 72% | Earned units per tranche vest on March 15 following period end, subject to service |
| RSUs (FY2025 grant) | Time-based; 8.33% on Jun 15, 2024, then 11 equal quarterly installments | — | 5,810 shares | Vests per schedule; service-based | Straight-line vest over ~3 years |
FY2025 Plan Targets and Curves (for reference)
| Measure | Threshold | Target | Maximum | Curve details |
|---|---|---|---|---|
| Revenue ($M) | 2,385.9 (80% of target bonus) | 2,650.9 (100%) | 2,916.0 (120%) | +2% bonus per +1% between 90%–110% target; cap 120% |
| Non-GAAP Operating Income ($M) | 466.5 (60%) | 583.1 (100%) | 699.7 (120%) | +2% bonus per +1% 80%–100%; +1% bonus per +1% 100%–120%; cap 120% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 12,215 Class A shares as of Apr 1, 2025 |
| Ownership % of Class A | ~0.0076% of 161,141,181 Class A shares (12,215 ÷ 161,141,181) |
| Vested vs Unvested (as of Jan 31, 2025) | Outstanding RSUs: 15,371 (9/15/2022), 2,779 (3/15/2023), 4,358 (3/15/2024), 3,031 (3/15/2025); Outstanding PSUs (unearned): 4,380 (2/1/2023), 9,684 (2/1/2024); Market values shown below |
| Market Value (as of Jan 31, 2025) | RSUs: $1,448,256; $261,837; $410,611; $285,581 respectively (price $94.22) |
| PSUs Market Value (as of Jan 31, 2025) | $412,684 (2023 grant at target) and $912,426 (2024 grant at maximum assumption per footnote) |
| Options | None disclosed for Ninan; no exercises in FY2025 |
| Stock Ownership Guidelines | 1x base salary for executive officers; 5 years to comply; executives reported in compliance |
| Hedging/Pledging | Prohibited; directors and executive officers must trade under Rule 10b5-1 plans |
| FY2025 Vesting Activity | 13,553 RSUs vested; value realized $1,203,420 |
Insider selling pressure: While individual sales are subject to Rule 10b5-1 plans and policy prohibitions on hedging/pledging, scheduled RSU vesting (quarterly) and earned PSUs create predictable supply; remaining unvested RSUs/PSUs listed above indicate forward vesting cadence that can add to float quarterly .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Offer Letter | At-will; sets base salary, target bonus, U.S. benefit eligibility (offer letter executed June 2022) |
| Severance (No Change-in-Control) | 9 months base salary + up to 9 months health contribution, subject to release |
| Severance (Double Trigger Change-in-Control within CIC Period) | 12 months base salary + target annual bonus + up to 12 months health + full acceleration of all unvested equity; PSUs deemed at target |
| Estimated Payouts (as of Jan 31, 2025; $94.22 share price) | No CIC: $329,658 total (cash $308,228; health $21,430); CIC: $3,498,944 total (cash $595,907; health $28,573; equity $2,874,464); Death: $2,874,464 equity acceleration with specified PSU achievement assumptions |
| Clawback | Exchange Act Rule 10D-1/Nasdaq-compliant clawback for erroneously awarded incentive compensation upon restatement |
| Non-Compete/Non-Solicit | Not specifically disclosed; standard employment, confidentiality, invention assignment agreement applies |
| 10b5-1 Trading Policy | Required for directors/executive officers; preclearance procedures for certain employees |
| Tax Gross-ups | No gross-ups for severance/CIC; CRO relocation gross-up only; none disclosed for Ninan |
Compensation Structure Analysis
- Increased PSU mix: FY2025 equity for executive officers moved to 50% PSUs / 50% RSUs (CEO 60%/40%), expanding performance-based equity per shareholder feedback .
- Bonus discipline: Despite 98.1% funding, committee applied negative discretion to 90% payout, aligning with broader employee outcomes and moderating cash comp .
- Performance metrics tighten: Non-GAAP operating income weighting increased to promote profitability; payout curves capped at 120% (down from 150% in FY2024) to manage risk .
- Clawback, ownership, and anti-hedging: Strong governance alignment via mandatory ownership, clawback policy, and trading restrictions .
Say-on-Pay & Shareholder Feedback
- FY2024 Say-on-Pay support: 93.0% approval, with investors supportive of performance-linked pay and PSU inclusion; PSU program expanded further in FY2025 .
Expertise & Qualifications
- Credentials: Bachelor of Commerce (Bangalore University); Chartered Accountant (ICAI); CPA (AICPA) .
- Technical domain: Big Four audit background, public-company accounting leadership, SOX/internal controls .
- Role tenure: CAO since August 2022 .
Performance & Track Record
- Company outcomes FY2025: Revenue $2.610B (+15% YoY), subscription revenue $2.556B (+16%), GAAP net income $28M (vs. -$355M FY2024), non-GAAP operating income $587M (22% margin), FCF $730M (28% margin) .
- TSR context: Cumulative TSR since FY2020 base at $74, below S&P 500 IT Index cumulative at $280 .
Equity Ownership & Alignment (Detail)
| Category | FY 2025 |
|---|---|
| RSUs Outstanding (counts; MV at $94.22) | 15,371 ($1,448,256), 2,779 ($261,837), 4,358 ($410,611), 3,031 ($285,581) |
| PSUs Unvested (counts; MV at $94.22) | 4,380 ($412,684), 9,684 ($912,426) (per footnote assumptions) |
| Shares Owned | 12,215 Class A |
| % of Class A Outstanding | ~0.0076% (12,215 ÷ 161,141,181) |
| Ownership Guidelines | 1x salary; compliant |
| Hedging/Pledging | Prohibited |
Investment Implications
- Alignment and governance strong: Mandatory ownership, clawback, and prohibition on hedging/pledging reduce misalignment risk; PSU-heavy mix ties long-term value to TSR versus Nasdaq Composite .
- Near-term supply from vesting: Quarterly RSU vesting and earned PSU tranches imply predictable insider share releases; FY2025 vesting activity totaled 13,553 RSUs for Ninan ($1.20M value) .
- Retention/CIC economics: Double-trigger CIC provides cash (12 months base + target bonus) and full equity acceleration at target for PSUs; estimated CIC package ~$3.5M at FY2025 pricing, which may influence retention calculus in strategic scenarios .
- Execution and control environment: Accounting leadership coincides with improved profitability, cash generation, and GAAP net income positive in FY2025, though multi-year TSR lags peer index; compensation committee’s negative discretion signals conservative pay governance .