Okta (OKTA) DEF 14ADefinitive proxy

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement. We encourage you to vote at the Annual Meeting and any adjournment, rescheduling or postponement of the Annual Meeting if you were a stockholder as of the close of business on April 24, 2024.

Our business and affairs are managed under the direction of our board, the members of which are elected by our stockholders. In carrying out its responsibilities, our board selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements our corporate governance policies.

Our board and management team are committed to good corporate governance in order to manage Okta for the long-term benefit of our stockholders. Our governance framework includes a variety of policies, procedures and practices to promote such goal, as well as facilitate our board’s effective oversight of our business and corporate strategy independent of management. To that end, during the past year, our management periodically reviewed our corporate governance policies and practices to ensure that they remain consistent with the requirements of the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards.

Besides verifying the independence status of each director and each member of our board committees (as discussed below under “Independence of Our Board”), at the direction of our board, we also:

Our nominating committee is responsible for reviewing our corporate governance guidelines from time to time, and for reporting and making recommendations to our board concerning corporate governance matters.

Our Class A common stock is listed on Nasdaq. Under the Nasdaq listing standards and our corporate governance guidelines, independent directors must constitute a majority of a listed company’s board. In addition, the Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees be independent. Under the Nasdaq listing standards, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the Nasdaq listing standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the Nasdaq listing standards.

Our board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board has determined that Ms. Archambeau, Ms. Choi, Mr. Dixon, Mr. Epstein, Mr. Horowitz, Ms. Saeger and Mr. Stankey do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the Nasdaq listing standards. Our board also previously determined that Patrick Grady, a former director who served on our board until the 2023 Annual Meeting of Stockholders, was independent during his tenure. In making these independence determinations, our board considered the current and prior relationships that each non-employee director has with our company, and all other facts and circumstances our board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and any of their affiliated funds, and any transactions involving them, as described in the section titled “Certain Relationships and Related Party Transactions.”

There are no family relationships among any of our directors or executive officers.

Mr. McKinnon, our co-founder and CEO, serves as Chairperson of our board. In that capacity, he presides over meetings of our board and holds such other powers and carries out such other duties as are customarily carried out by a board chairperson. Mr. Kerrest, our co-founder and former COO, serves as Vice Chairperson of our board. Mr. McKinnon and Mr. Kerrest bring valuable insight to our board due to their perspective and experience as Okta’s co-founders, and as current and former senior executives, respectively.

To facilitate robust independent oversight by our board, our corporate governance guidelines provide that one of our independent directors will serve as the lead independent director. Our lead independent director presides over periodic meetings of our independent directors, serves as a liaison between the Chairperson of our board and the independent directors, and performs such additional duties as our board may otherwise determine and delegate. Mr. Horowitz currently serves as our lead independent director and, effective as of the date of the Annual Meeting, Mr. Epstein will assume the role of lead independent director.

We believe that our current leadership structure is appropriate because it promotes effective independent oversight of management. Mr. McKinnon's combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. In addition, we believe the Chairperson of our board is well-positioned to act as a bridge between management and the board, facilitating the regular flow of information. Among other duties, the Chairperson of our board may represent our board in communications with stockholders and provide input on the structure and composition of our board. Our lead independent director promotes a balanced leadership structure by serving as an impartial representative of the independent directors who can communicate their views to the Chairperson and CEO. Our board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. During their routine review of the board’s leadership structure, our board and our company regularly consider the circumstances under which the roles of Chairperson of our board and CEO could most effectively serve the interests of our company and its stockholders if such roles were separated. As discussed in “Stockholder Outreach” below, from time to time, our company proactively engages with stockholders throughout the year to learn their perspectives on significant issues, and intends to continue to do so, including with respect to gathering stockholder perspectives on board leadership structure.

Risk is inherent in every business and we face a number of risks, including, among others, strategic, financial, business and operational, macroeconomic, cybersecurity, legal and regulatory compliance, and reputational risks. We have designed and implemented processes to manage risk in our operations, including our enterprise risk management program.

Our management team is responsible for the day-to-day management of risks the company faces, while our board, as a whole and assisted by its committees, has responsibility for the oversight of risk management, including our enterprise risk management program and its processes for monitoring our risk exposures. Management’s involvement in day-to-day risk management enables them to assist our board in the effective design, establishment, maintenance, review, and evaluation of our disclosure controls and procedures. In its risk oversight role, our board has the responsibility to satisfy itself that the enterprise risk management framework and processes that our management team has designed and implemented are appropriate, and are functioning as designed. To that end, our board believes that open communication between our management team and our board is essential for effective risk management and oversight. Our CEO and other members of the senior management team attend quarterly meetings of our board, as well as such other meetings as the board deems appropriate, where, among other topics, they discuss strategy and risks facing the company. In this respect, our full board reviews strategic and operational risk in the context of reports from our management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions and events.

While our board is ultimately responsible for risk oversight, our board committees help fulfill those oversight responsibilities in certain areas of risk. As described below, each committee has oversight over certain business and operational risks that are relevant to its focus area.

Our board held four meetings during fiscal 2024. Each director attended at least 75% of all meetings of our board and the committees on which he or she served that were held during the period for which he or she was a director or committee member during fiscal 2024. Under our corporate governance guidelines, directors are expected to spend the time needed and meet as frequently as our board deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make efforts to attend our annual meeting of stockholders, all meetings of our board, and all meetings of the committees on which they serve. All but one of our directors then in office attended the 2023 Annual Meeting of Stockholders.

Our board has established four standing committees: audit, compensation, nominating, and cybersecurity risk. Our cybersecurity risk committee, initially formed by our board as an ad hoc committee to enhance the board’s oversight of cybersecurity and data privacy risks and controls, was established as a standing committee in December 2023.

Our board has delegated to our nominating committee the responsibilities of identifying suitable candidates to nominate to our board (including candidates to fill any vacancies that may occur), and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. Our nominating committee may gather information about candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means its members deem appropriate. Our nominating committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board. Based on the results of the evaluation process, our nominating committee recommends candidates for our board’s approval as director nominees for election to our board.

Our nominating committee uses a variety of methods for identifying and evaluating director nominees, and will consider all facts and circumstances that it deems appropriate or advisable. As part of this process, our nominating committee considers the current size and composition of our board, as well as the needs of our board and its committees.

Some of the qualifications that our nominating committee considers include, without limitation, issues of character, ethics, integrity, judgment, independence, diversity (which may include consideration as to gender, race and national origin, LGBTQIA+ status, education, professional experience and differences in viewpoints), skills, education, expertise, business acumen, length of service, understanding of our business and industry and other commitments. In addition, nominees must have proven achievement and competence in their respective fields, the ability to exercise sound business judgment, an objective perspective, the ability to offer advice and support to our management team, and the ability to make significant contributions to Okta’s success. Our nominating committee looks for individuals who have skills that are complementary to those of our existing board, the highest ethics, a commitment to the long-term interests of our stockholders, and an understanding of the fiduciary responsibilities of a public company director. Finally, nominees must have sufficient time available in the judgment of our nominating committee to effectively perform all board and committee responsibilities. Members of our board are expected to prepare for, attend and participate in all board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating committee may also consider other factors that it deems, from time to time, to be in the best interests of Okta and our stockholders. After completing its review and evaluation of director candidates, our nominating committee recommends to the full board the director nominees for selection.

Stockholders may submit recommendations for director candidates to our nominating committee by writing to our Corporate Secretary at Okta, Inc., 100 First Street, Suite 600, San Francisco, California 94105. All such recommendations should include the nominee’s name and qualifications, and all other information required by our bylaws. Our nominating committee will evaluate any candidates properly recommended by stockholders against the same criteria and pursuant to the same policies and procedures that govern the evaluation of candidates proposed by directors or members of our management team.

We value the input of our stockholders and actively seek their feedback on our board, corporate governance practices, ESG initiatives, and executive compensation program. With oversight and direction from our nominating committee, we conduct an annual stockholder outreach program to solicit and better understand stockholder perspectives.

In the fall of 2023 (fiscal 2024), our team met with governance professionals from passive funds as well as portfolio managers from active funds. We contacted stockholders representing approximately 55% of our outstanding common stock. The breadth of our outreach enabled us to gather feedback from a significant cross-section of our stockholder base. During our engagements, we received many supportive and positive comments from stockholders on the direction of our business, ESG initiatives and reporting practices, and board composition.

As in prior years, we also discussed our compensation programs with significant stockholders. We learned during our fiscal 2024 discussions that stockholders generally supported our annual executive compensation program and how it aligns executive officer pay with our company’s performance. We also received positive feedback from stockholders regarding the addition of performance-based equity to our executive officer equity portfolio. Our compensation-related stockholder outreach is discussed further in“Compensation Discussion and Analysis” below.

Our 2023 non-binding advisory Say-on-Pay vote received 95.6% support, which was a 41 percentage point improvement over the prior period . We continue to consider stockholder feedback from past outreach discussions. Based in part on that feedback, we updated certain of our compensation practices in fiscal 2024:

We will continue to engage with our stockholders to maintain an open dialogue and ensure that we have an in-depth understanding of our stockholders’ perspectives.

Our Chief Legal Officer, in consultation with appropriate members of our board as necessary, will review all incoming communications and, if appropriate, will forward such communications to the appropriate director(s) or to the Chairperson of our board. The Chief Legal Officer will generally not forward communications if they are deemed inappropriate; if they are solicitations, advertisements, surveys, “junk” mail or mass mailings; or if they consist of individual grievances or other interests that are personal to the writer and could not reasonably be construed to be of concern to securityholders or other constituencies of the company.

We believe we have a long-term responsibility to have a positive impact on our society, the environment and all of our stakeholders, including our stockholders, customers, employees, partners and communities. We take this responsibility seriously and our focus on ESG helps guide our business priorities. Since publicly launching our ESG program in May 2020, we have worked to develop an ESG strategy that aligns with our long-term goal to operate in a sustainable manner. We are executing on this strategy by establishing effective governance to identify and manage the key ESG risks arising from our operations, which we believe will help drive long-term growth and create measurable value for our stockholders.

We have established a multi-tiered governance structure designed to provide an appropriate level of oversight and accountability over ESG matters. The day-to-day management of our ESG program and related initiatives is managed by our internal ESG Committee, which is composed of cross-functional employees. The ESG Committee periodically reports to our ESG Executive Committee, which consists of members of our executive leadership team, including our CEO, CFO, Chief Legal Officer (“CLO”), Chief People Officer and EVP of Corporate Development. The ESG Executive Committee is responsible for the strategic direction of our ESG efforts. The status of our ESG program and related public disclosures are reported to and reviewed by our nominating committee throughout the year, acting on behalf of our board.

Additionally, each standing board committee reviews certain functional aspects of our ESG program that fall under their respective purview:

During fiscal 2024, we partnered with external experts and internal stakeholders to reassess the ESG topics that we believe are most relevant to our business and our key stakeholders. Our assessment identified nine key topics across our three stakeholder groups that, together, form the foundation for our ESG program. We use the results of this assessment to consider the priorities of our voluntary ESG initiatives throughout the year.

We believe privacy and security are interdependent. In designing our product offerings and services, we strive to protect our customers’ information and maintain the security of our and our customers’ systems and networks.

“Build and own it” is a core value at Okta. Our goal is to create an environment in which employees share a sense of ownership in achieving our company vision. We believe that much of our success in advancing a builder-and-owner culture depends on our ability to attract, develop, and retain exceptional talent and balanced teams. To that end, we strive to make Okta a supportive and honest workplace—one where inclusivity, career growth, ethical business practices, and comprehensive benefits can empower our employees to do great work.

We strive to create a safely connected world where everyone can belong and thrive by mobilizing our people, products, and dollars to give back to our communities. Our people, in particular, play a key role in driving our community impact. In fiscal 2024, approximately 88% of Okta employees participated in Okta for Good, our social impact and sustainability initiative, by donating or volunteering.

In service of our philanthropic vision, in fiscal 2024, we announced a $50 million, five-year funding commitment via Okta for Good. Through the Okta for Good Fund, we plan to deploy these funds to address pressing challenges in three key areas:

As part of our focus on climate action, we have set long-term goals and targets to address climate-related risks relevant to our business. We track our progress around these goals and targets throughout the year, and use the results to identify further opportunities to reduce our carbon footprint. With the help of a third-party consultant, we conduct a GHG emissions analysis, which includes our Scope 1, Scope 2 and relevant Scope 3 emissions categories, the results of which we submit to CDP.

We continue to work on achieving 100% renewable electricity for our global real estate footprint on an annual basis. In fiscal 2023, we achieved 100% renewable electricity to match the electricity consumption of our global offices, the estimated electricity consumption of our remote workforce, and the electricity consumption of our third-party cloud service providers. In fiscal 2024, we continued our efforts to right-size our global office footprint and achieve both LEED Silver and WELL Silver standards for all new direct-leased offices.

Our emissions reduction efforts also include the following:

Our non-employee director compensation program is designed to attract, retain and reward qualified directors and further align the financial interests of our non-employee directors with those of our stockholders. Our compensation committee is responsible for reviewing and making recommendations to the board regarding compensation paid to non-employee directors for their board and board committee service. Periodically, our compensation committee reviews our non-employee director compensation program, receiving input from our compensation committee’s independent compensation consultant regarding market practices and the competitiveness of our non-employee director compensation program in relation to the general market and our compensation peer group.

In spring 2024, our compensation committee reviewed our non-employee director compensation program to determine whether to recommend any compensation changes to our board. The review included a market assessment prepared by the independent compensation consultant comparing director compensation levels and practices against our compensation peer group and the broader market. Based on that review, our compensation committee recommended to our board, and our board approved, adjustments to our non-employee director compensation for the first time since our IPO in 2017. These changes were made to more closely align existing pay elements with the competitive market. Other than the change to the initial RSU grant, which became effective in April 2024, these changes will be effective as of the Annual Meeting, as set forth below.

Under our non-employee director compensation program, non-employee directors receive initial equity grants when they join the board, and annual cash retainers and equity grants for their continued annual service. We also reimburse all reasonable out-of-pocket expenses incurred by directors in order to attend meetings of our board or any committee thereof.

When first appointed to our board, non-employee directors are granted restricted stock unit awards (“RSUs”) having a fair market value of $530,000 ($350,000 prior to the April 2024 compensation change) on the date of grant. These initial RSU grants vest in equal annual installments on the first three anniversaries of the date on which the non-employee director was appointed to our board, subject to continuous service.

Non-employee directors receive the following annual cash retainers for their service:

In addition, on the date of each annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted RSUs having a fair market value of $245,000 ($200,000 prior to the April 2024 compensation change) on the date of grant. These annual RSU grants will fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of stockholders, subject to continuous service.

Under our non-employee director compensation program, all RSUs granted to non-employee directors are settled in shares of our Class A common stock. The non-employee director compensation program provides that these RSUs are subject to full accelerated vesting upon the sale of our company in a Sale Event (as defined in our 2017 Equity Incentive Plan, as amended (the “2017 Plan”)).

The following table presents the total compensation for each person who served as a non-employee director during fiscal 2024. Mr. McKinnon, who is also an Okta employee, received no compensation for his service as a director. The compensation received by Mr. McKinnon as CEO is presented in the “Fiscal 2024 Summary Compensation Table” below.

From November 1, 2022 to October 31, 2023, Mr. Kerrest was on a sabbatical from the company. During this time, he remained an at-will employee of the company and continued to serve as a director and Vice Chairperson of our board, but did not fulfill any of his regular duties as an employee or officer. Other than health care benefits, Mr. Kerrest did not receive compensation from the company

during his sabbatical. Mr. Kerrest ceased to be COO and an employee of the company effective October 31, 2023, but continues to serve as a director and as Vice Chairperson of our board. Mr. Kerrest did not receive cash compensation in connection with his service as a director during his tenure as an employee of the company. Pursuant to the terms of his transition agreement with the company, Mr. Kerrest will not receive any cash compensation under our non-employee director compensation program until the date of the Annual Meeting. In lieu of receiving an initial RSU grant as a non-employee director, Mr. Kerrest agreed to forfeit 76,549 stock options that were out of the money, and his outstanding RSUs and 5,963 stock options continued to vest in accordance with their original terms. On the date of the Annual Meeting, and subject to his continuous service, Mr. Kerrest will receive the annual cash and equity retainers for which all non-employee directors are eligible under the amended non-employee director compensation policy, as described above.

Other than as set forth in the tables below, we did not pay any compensation or make any equity awards to our non-employee directors during fiscal 2024.

The following table sets forth the fees billed or to be billed by Ernst & Young LLP and its affiliates for professional services rendered with respect to fiscal 2024 and the fiscal year ended January 31, 2023 (“fiscal 2023”). All of these services were approved by our audit committee.

In addition to Mr. McKinnon, who serves as a director and whose biography is included under “Proposal One: Election of Directors” above, our executive officers as of May 9, 2024 consisted of the following individuals:

Mr. Tighe has served as our CFO since January 2022. Prior to his current role, Mr. Tighe served as our interim Chief Financial Officer from June 2021 to January 2022, Senior Vice President of Finance and Treasurer from May 2017 to June 2021, Vice President, FP&A from June 2016 to May 2017, and as head of worldwide FP&A from April 2015 to May 2016. From May 2004 to March 2015, Mr. Tighe served in various finance roles, most recently as Senior Director, Corporate Finance & Strategy, at salesforce.com, inc., a cloud-based customer relationship management company. Mr. Tighe holds a Master of Business Administration from the University of San Francisco and a Bachelor of Arts from the University of California, Santa Barbara.

Mr. Ninan has served as our Chief Accounting Officer (“CAO”) since August 2022. Prior to his current role, Mr. Ninan served as Vice President, Chief Accounting Officer at Veritas Technologies LLC, a data management company, from July 2015 to August 2022 and as Chief Accounting Officer at Saba Software, Inc., a cloud-based intelligent talent management solutions company acquired by Cornerstone OnDemand, Inc., from November 2013 to June 2015. Earlier in his career, Mr. Ninan served as a Senior Manager at KPMG US and at Deloitte India. Mr. Ninan holds a Bachelor of Commerce degree from Bangalore University, a Chartered Accountancy from the Institute of Chartered Accountants of India, and a Certified Public Accountancy from the American Institute of Certified Public Accountants.

Ms. Schwartz has served as our CLO and Corporate Secretary since March 2023. Prior to her current role, Ms. Schwartz served as our Senior Vice President, Deputy General Counsel, Corporate & Securities from August 2020 to March 2023, as Vice President, Associate General Counsel, Corporate & Securities from June 2017 to August 2020, as Associate General Counsel, Senior Director, Corporate & Securities from November 2015 to June 2017 and as Assistant Corporate Secretary from December 2015 to March 2023. From October 2012 to November 2015, Ms. Schwartz served as Corporate Counsel at Jazz Pharmaceuticals plc, a biopharmaceutical company. Prior to that, Ms. Schwartz served as a corporate attorney at the law firms of Fenwick & West LLP and Simpson Thacher & Bartlett LLP. Ms. Schwartz holds a Juris Doctor from the University of Hawaii at Manoa, a Masters in Philosophy and a Masters of Arts from Yale University and a Bachelor of Arts from Middlebury College.

Mr. Addison has served as our Chief Revenue Officer (“CRO”) since November 2023. Prior to his current role, Mr. Addison served as our Interim Chief Revenue Officer from February 2023 to November 2023, and as our General Manager of EMEA from September 2021 to November 2023. Before joining Okta, Mr. Addison served as Vice President, EMEA & LATAM, Talent Solutions at LinkedIn from September 2019 to October 2021, and as Head of Sales, Talent Solutions, U.K., from October 2016 to September 2019. Earlier in his career, Mr. Addison held various roles at Oracle, Finastra, Opentext, Pitney Bowes, and CapGemini. Mr. Addison holds a Bachelor’s Degree in Geography and Economics from King's College London.

Specific financial highlights of our performance in fiscal 2024 include:

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we provide investors with certain non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income or loss, non-GAAP operating margin, non-GAAP net income or loss, non-GAAP net margin, non-GAAP net income or loss per share, basic and diluted, non-GAAP tax rate, free cash flow, and free cash flow margin. For a full reconciliation for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, please see the “Reconciliation of GAAP to Non-GAAP Data” section (pages 11 to 13) of Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on February 28, 2024.

Consistent with our performance and compensation objectives for fiscal 2024, our compensation committee took the following key actions relating to the compensation of our NEOs for fiscal 2024:

Our company and our compensation committee value the input of our stockholders. For this reason, since the fall of 2019, members of our management team have contacted our top institutional stockholders to discuss our business, ESG initiatives, board composition, and executive compensation program.

Our 2023 non-binding advisory Say-on-Pay vote received 95.6% support, which was a 41 point improvement over the prior year and reflected strong stockholder support for our executive compensation program. As in past years, we discussed our compensation programs with significant stockholders in the fall of 2023 (fiscal 2024). We contacted stockholders representing approximately 55% of our outstanding common stock. Our team met with governance professionals from passive funds as well as portfolio managers from active funds. The breadth of our outreach program enabled us to gather feedback from a significant cross-section of our stockholder base.

Based on our stockholder outreach, we learned that our stockholders largely supported our annual executive compensation program and the alignment between executive officer pay and our company’s performance. We also received positive feedback on the addition of performance-based equity to our executive officer equity portfolio.

Based in part on the stockholder feedback we received in these and past outreach discussions, our compensation committee expanded our PSU program in fiscal 2024, increasing the percentage of our overall equity awards granted to executive officers that consist of PSUs.

In March 2023, we introduced robust stock ownership guidelines for our executive officers, encouraging even more alignment of the interests of our executive officers and our stockholders.

We value the opinions of our stockholders. Our board and our compensation committee consider stockholder feedback, in addition to the outcome of our non-binding advisory Say-on-Pay vote, when making compensation decisions for our executive officers.

Our compensation philosophy is that an executive compensation program should drive and reward performance and further align the compensation of our executive officers with the long-term interests of our stockholders. Consistent with this philosophy, our executive compensation program is designed to achieve the following primary objectives:

Our executive compensation program design incorporates a mix of compensation elements, including base salary, short-term incentive compensation opportunities, long-term incentive compensation opportunities in the form of equity awards and benefits (such as change-in-control severance payments and benefits), to attract and retain our executive officers. In determining the amount of each element of direct compensation awarded to our executive officers, our compensation committee does not apply any fixed percentage of any one element in relation to the overall compensation package. Rather, our compensation committee looks at the overall compensation package, and the relative amount of each element on a stand-alone basis for each individual, to determine whether such amounts and mix of elements are consistent with the basic principles and objectives of our overall executive compensation program.

A significant majority of the compensation opportunity for our executive officers is weighted toward equity as opposed to cash compensation. We structure our executive compensation program to be heavily weighted toward variable, long-term and “at risk” equity compensation, which we also believe correlates with the growth of sustainable long-term value for our stockholders.

We evaluate our executive compensation philosophy and executive compensation program, including design and competitiveness, at least annually and as circumstances require. As part of this review process, our compensation committee applies our values and the objectives outlined above.

Our compensation committee discharges many of the responsibilities of our board relating to the compensation of our executive officers and makes recommendations to our board regarding the compensation of the non-employee directors of our board (described in “Corporate Governance—Non-Employee Director Compensation” above), and regularly reports to our board on its discussions, decisions, and other actions. Our compensation committee has overall responsibility for overseeing our compensation structure, policies and programs generally, and for overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers. Our compensation committee has the authority to retain, and has retained, an independent compensation consultant to provide support to our compensation committee in its review and oversight of our executive compensation program.

Our compensation committee reviews the base salary levels, short-term incentive compensation opportunities, and long-term incentive compensation opportunities of our executive officers each fiscal year at the beginning of the year, or more frequently as warranted. Long-term incentive compensation is granted on a regularly-scheduled basis, as described in “Other Compensation Policies—Amended and Restated Equity Award Grant Policy” below.

Our compensation committee determines the target total direct compensation opportunities for our executive officers. When making these decisions, our compensation committee reviews the recommendations of our CEO (other than with respect to himself) and other data, including input from its independent compensation consultant, compensation survey data, and the publicly-available compensation data of our compensation peer group. Our compensation committee then draws upon its members’ experience and exercises its independent judgment to determine, for each of our executive officers, the target total direct compensation and each element of compensation.

Our compensation committee does not rely on a single method or measure in making its determinations, nor does it establish specific targets for the total direct compensation opportunities of our executive officers. Nonetheless, our compensation committee begins its deliberations on cash and equity compensation levels with reference to the 25th, 50th and 75th percentile levels for cash compensation and target total direct compensation, as reflected in competitive market data. For more information, please see “Competitive Positioning” below.

When determining the amount and approving each compensation element and the target total direct compensation opportunity for our executive officers, our compensation committee considers the following factors, among others:

These items reflect our core values and encourage compensation parity among our individual executive officers, and provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor acts to determine specific pay levels, nor was the impact of any factor on the ultimate pay level decisions quantifiable. Instead, our compensation committee uses its judgment to evaluate the factors as a whole in reaching compensation decisions.

In discharging its responsibilities, our compensation committee works with members of management, including our CEO. Management assists our compensation committee by providing information on corporate and individual performance, financial impact analysis, competitive market compensation data and management’s perspective on compensation matters. Our CEO makes compensation recommendations for each of our executive officers other than himself. These recommendations cover each executive officer’s target total direct compensation, consisting of base salary, short-term incentive compensation opportunity, and long-term incentive compensation in the form of equity awards. In making these compensation recommendations, our CEO considers a variety of factors, including the company’s business results, the executive officer’s individual contribution toward these results, the executive officer’s role and performance of his or her duties, whether the executive officer has achieved his or her individual goals, and the relative compensation parity among all of our executive officers.

Our compensation committee reviews the recommendation of our CEO (other than with respect to himself) and other data, and then exercises its own independent judgment to determine the target total direct compensation, and each element thereof, for each of our executive officers, including our CEO. While our CEO typically attends meetings of our compensation committee, our compensation committee meets regularly in executive sessions outside the presence of our CEO when determining his compensation and when discussing other matters.

Our compensation committee engages an independent compensation consultant to provide information, analysis and other advice relating to our executive compensation program and the decisions resulting from our compensation committee’s annual executive compensation review. For fiscal 2024, our compensation committee retained Compensia, a nationally recognized compensation consulting firm with expertise relating to technology companies. Compensia provided our compensation committee with market information, analysis and other advice relating to executive compensation on an ongoing basis. Compensia was engaged directly by our compensation committee to, among other things:

Based on its consideration of the factors specified in SEC rules and the Nasdaq listing standards, our compensation committee does not believe that its relationship with Compensia and the work of Compensia on behalf of our compensation committee has raised any conflict of interest. Our compensation committee reviews these factors on an annual basis. As part of our compensation committee’s determination of Compensia’s independence, it received written confirmation from Compensia addressing these factors and stating Compensia’s belief that it remains an independent compensation consultant to our compensation committee.

For purposes of comparing our executive compensation against the competitive market, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies.

In September 2022, with the assistance of Compensia, our compensation committee reviewed the compensation peer group we used as a reference when making compensation decisions for fiscal 2024, which was generally developed from publicly-traded companies with three primary characteristics:

Where appropriate, we further refined our peer group by focusing on companies with strong one-year and three-year revenue growth, strong market capitalization-to-revenue multiples, and on companies based in the San Francisco Bay Area or in other U.S. metropolitan areas. Based on the foregoing review, our compensation committee removed Zendesk, due to its acquisition, from the compensation peer group, and added Autodesk and Elastic for fiscal 2024, and approved the following compensation peer group to assist with the determination of fiscal 2024 compensation for our NEOs:

Our compensation committee uses data drawn from the public filings of the companies in our compensation peer group, as well as data from a custom peer cut of the Radford Global Technology survey (which included 19 of our 22 peer companies), to evaluate the competitive market when determining the total direct compensation packages for our executive officers.

Our compensation committee reviews our compensation peer group at least annually and adjusts its composition, if warranted, taking into account changes in both our business and the businesses of our compensation peer group.

Our executive compensation program consists of the following primary elements:

We also provide our executive officers with comprehensive employee benefit programs, including medical, dental and vision insurance, a 401(k) plan in the United States and pension scheme in the United Kingdom, life and disability insurance, flexible spending accounts, an employee stock purchase plan, and other plans and programs made available to all our eligible employees.

We believe these elements provide a compensation package that attracts and retains qualified individuals, links individual performance to company performance, focuses the efforts of our executive officers on the achievement of both our short-term and long-term objectives, and further aligns the interests of our executive officers with those of our stockholders.

We provide base salary as a fixed source of compensation for each of our executive officers, allowing them a degree of certainty relative to the significant majority of their compensation that is based on equity awards, the value of which varies based on our stock price. Our compensation committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent.

At the beginning of each year, our compensation committee reviews, and adjusts as necessary, the annual base salaries for each of our executive officers, including our CEO. Our compensation committee does not apply specific formulas in setting annual base salary levels or determining adjustments from year to year. However, in completing its annual review and adjustment, our compensation committee generally intends to pay our executive officers annual base salaries that are competitive with current market practice (as reflected by our compensation peer group and/or selected broad-based compensation surveys). In addition, our compensation committee considers the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above.

In March 2023, in connection with its review of our executive compensation program, our compensation committee reviewed the annual base salaries of our executive officers and determined that the annual base salaries of our CEO and CFO would remain the same as in effect for fiscal 2023. Our compensation committee also decided to increase the annual base salary of Mr. Ninan by 5% to more closely align with competitive market compensation levels for similarly-situated executives, and to increase the annual base salary of Ms. Schwartz by 7% in connection with her promotion to CLO.

The annual base salaries of our NEOs for fiscal 2024, as determined in March 2023, were as follows:

In connection with Mr. Addison’s promotion to CRO and being appointed as an executive officer during the fourth quarter of fiscal 2024, our compensation committee approved an annual base salary for Mr. Addison of $450,000, based on a variety of factors, including Mr. Addison’s qualifications, experience, and competitive market data.

The base salaries actually paid to our NEOs during fiscal 2024 are set forth in the “Fiscal 2024 Summary Compensation Table” below.

We use performance-based incentives to motivate our NEOs to achieve our annual financial and operational objectives, while making progress toward our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our compensation committee adopts the performance criteria and related target levels for our Bonus Plan for that fiscal year, and establishes the target annual incentive compensation opportunity for each plan participant based on a percentage of each participant’s annual base salary, the performance measures and the associated target levels for each measure, and the potential payments based on actual performance for the fiscal year. In addition, our compensation committee considers the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above.

In March 2023, our compensation committee adopted the performance criteria and related target levels under the Bonus Plan for fiscal 2024. As adopted, the Bonus Plan provided for an annual performance period.

In March 2023, in connection with its review of our executive compensation program, our compensation committee determined that the target annual incentive compensation opportunity for Ms. Schwartz would be increased to 50% of her annual base salary in connection with her promotion, while the target annual incentive compensation opportunities of our CEO and other NEOs would remain the same as in effect for fiscal 2023.

The target annual incentive compensation opportunities of our NEOs for fiscal 2024 as determined in March 2023 were as follows:

Mr. Addison did not participate in the Bonus Plan in fiscal 2024. However, throughout fiscal 2024 and prior to his promotion to CRO and appointment as an executive officer in the fourth quarter of fiscal 2024, Mr. Addison participated in the Sales Commission Plan with a target sales commission opportunity of $268,908.

To measure performance for purposes of the Bonus Plan, in March 2023 our compensation committee selected revenue (weighted 70%) and non-GAAP operating income (weighted 30%) as the corporate performance measures that best supported our annual operating plan and enhanced long-term value creation for our stockholders. For this purpose:

The threshold, target and maximum performance goals for each measure and the percentage of target bonus earned at each performance level for 2024 annual incentive awards were as follows:

If actual performance for fiscal 2024 was less than 90% of the applicable performance target, no payment would be earned with respect to that target. Our compensation committee set high thresholds to ensure that incentive payments would require significant achievement. Total potential payments were capped at 150% of the target annual cash incentive opportunities to manage potential incentive compensation costs and avoid incentivizing undue risk in our executive compensation program, while still maintaining appropriate incentives for our executive officers.

With respect to the revenue component, for each additional 1% achievement between 90% and 100% of target, the percentage of target bonus earned would increase by 7.5%, and for each additional 1% achievement between 100% and 115% of target, the percentage of target bonus earned would increase by 3.3%, with a maximum bonus payment of 150% of target.

With respect to the non-GAAP operating income component, for each additional 1% achievement between 90% and 100% of target, the percentage of target bonus earned would increase by 5%, and for each additional 1% achievement between 100% and 125% of target, the percentage of target bonus earned would increase by 2%, with a maximum bonus payment of 150% of target.

In early 2024, our compensation committee assessed our performance under the Bonus Plan using the process described above. First, our compensation committee measured actual Bonus Plan performance, prior to the use of negative discretion, against the pre-established target levels for the fiscal year. For fiscal 2024, our achievement against the target performance levels under the Bonus Plan, prior to the use of negative discretion, was as follows:

For the full fiscal year, our achievement of the revenue performance measure resulted in payment funding of 103.7% of target and our achievement of the non-GAAP operating income performance measure resulted in payment funding of 150% of target. Based on a relative weighting of 70% for the revenue performance measure and 30% for the non-GAAP operating income performance measure, the total achievement percentage for fiscal 2024 was 117.6%. After considering the recommendation of our CEO, our compensation committee exercised negative discretion and reduced the bonus payments for our executive officers to range from 85% to 90% of their target opportunity to more closely align with the achievement of goals established for our broader employee population.

The fiscal 2024 incentive compensation payments under the Bonus Plan were made in cash.

Mr. Addison did not participate in the Bonus Plan but was eligible to receive cash sales commissions based on the company’s achievement of specific fiscal 2024 net annualized recurring revenue objectives. Mr. Addison’s target commission-based cash incentive award opportunity was set at 50% of his overall target cash compensation opportunity (consisting of his base salary and target commission-based cash incentive award opportunity). The entire commission-based target amount was related to the achievement of a pre-established net annualized recurring revenue objective. The Sales Commission Plan design also provided for an additional commission incentive based on the volume of multi-year bookings closed by the sales organization in the fiscal year in order to incentivize the pursuit of multi-year contracts with our customers. We are not disclosing the multi-year bookings and fiscal 2024 target, or actual net annualized recurring revenue amounts because these amounts represent confidential information, the disclosure of which would result in competitive harm. However, the company set the targets at definitive, rigorous and objective levels so as to require significant effort and achievement by Mr. Addison to be attained.

For fiscal 2024, Okta’s actual net annualized recurring revenue was below the target level set for Mr. Addison. As a result, Mr. Addison’s actual commission-based cash incentive was 87% of his target level. Mr. Addison’s award was based on a pre-established formula and was not subject to discretion. The amount paid to Mr. Addison pursuant to his Sales Commission Plan for fiscal 2024, including the additional payment based on achievement against the multi-year booking target, was $286,132.

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards has a direct relationship to our stock price; therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. In fiscal 2024, long-term equity awards were granted in the form of PSUs and RSUs.

PSU awards provide a direct link between compensation and stockholder return, motivating our executive officers to focus on and strive to achieve both our annual and long-term financial and strategic objectives. We further believe that RSU awards provide a strong retention incentive for our executive officers, provide a reward for growth in the value of our Class A common stock and are

less dilutive than other equity vehicles, such as stock options, to our stockholders. Since their value increases with any increase in the value of the underlying shares, RSU awards serve as an incentive which aligns with the long-term interests of our executive officers and stockholders. Unlike stock options, however, RSU awards have real economic value when they vest, even if the market price of our Class A common stock declines or stays flat, thus delivering more predictable value to our executive officers.

Long-term incentive compensation opportunities in the form of equity awards are granted by our compensation committee on a regularly-scheduled basis, as described in “Other Compensation Policies—Amended and Restated Equity Award Grant Policy” below and are typically granted annually.

In March 2023, our compensation committee determined to increase the percentage of overall equity awards granted to our executive officers that consisted of PSUs. As a result, the annual equity awards granted to our then-executive officers consisted of a mix, based on the number of underlying shares at target, of service-based RSU awards (50% for the CEO and 67% for other executive officers) and PSU awards (50% for the CEO and 33% for other executive officers).

In determining the aggregate value of the equity awards granted to our executive officers in fiscal 2024, our compensation committee considered our performance, market data for each executive officer, the criticality of individual roles, recent promotions, the individual skills, experience and performance of each executive officer, and the mix of cash and equity compensation to ensure that equity awards would motivate the creation of long-term value. In addition, our compensation committee considers the factors described in “Compensation-Setting Process—Role of the Compensation Committee” above.

In March 2023, our compensation committee granted the following annual equity awards to our NEOs:

The PSU awards granted in fiscal 2024 to our NEOs are to be earned, if at all, based on the performance of our TSR relative to the TSR of the companies comprising the Nasdaq Composite Index (the “Index”) during three performance periods: a one-year period from February 1, 2023 through January 31, 2024 (“Performance Period 1”), a two-year period from February 1, 2023 through January 31, 2025 (“Performance Period 2”) and a three-year period from February 1, 2023 through January 31, 2026 (“Performance Period 3”).

The number of units earned (and accordingly, the number of shares of our Class A common stock issuable) for each performance period will be determined by multiplying the Achievement Factor (as defined below) for such performance period by one-third of the total number of units granted to the NEO, subject to such NEO remaining in our service as a director, consultant or employee through March 15th of the calendar year in which the applicable performance period ends.

Following the end of each performance period, our compensation committee will compare our TSR to the TSR of the Index for that performance period, and determine the Achievement Factor, based on our relative TSR. The following table shows how the Achievement Factor for each performance period will be determined:

If the relative TSR achieved during the applicable performance period is between two of the achievement levels indicated in the tables above, the Achievement Factor for that performance period will be determined using linear interpolation. The maximum number of PSUs that can be earned for all three performance periods combined is 200% of the number of PSUs granted.

The annual fiscal 2024 RSU awards granted to the NEOs vested as to 6.25% of the award on June 15, 2023, with the remaining units vesting in 15 equal quarterly installments thereafter, subject to the NEO’s continuous employment with us through each applicable vesting date. Each unit granted pursuant to the RSU awards represents a contingent right to receive one share of our Class A common stock upon vesting.

In March 2024, our compensation committee determined that, based on our TSR relative to the TSR of the Index, the Achievement Factor for the fiscal 2024 and fiscal 2023 PSUs were as follows:

On December 14, 2023, and in connection with Mr. Addison’s appointment as our CRO, our compensation committee granted to Mr. Addison an award of 43,092 time-based RSUs with a target value of $3 million, which was converted into a number of RSUs using the average closing trading price of our Class A common stock over the month of November 2023. This RSU award vests quarterly over three years, as described in the “Fiscal 2024 Grants of Plan-Based Awards Table” below.

The equity awards granted to our NEOs in fiscal 2024 are set forth in the “Fiscal 2024 Summary Compensation Table” and the “Fiscal 2024 Grants of Plan-Based Awards Table,” each below.

Our NEOs based in the United States are eligible to participate in all of our employee benefit plans offered to U.S. employees, including our 401(k) plan, employee stock purchase plan, and medical, dental, life and disability insurance plans, in each case on the same basis as other U.S. employees. Mr. Addison, who is based in the United Kingdom, is eligible to participate in all of our employee benefit plans offered to U.K. employees, including our pension scheme, employee stock purchase plan, and medical, dental, life and disability insurance plans, in each case on the same basis as other U.K. employees.

We typically provide limited or no perquisites or other personal benefits to our NEOs. During fiscal 2024, none of our NEOs received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual, except our CRO, for whom we paid a car allowance, which is a customary practice for executives in the United Kingdom.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive team more efficient and effective or for recruitment or retention purposes. All future practices with respect to perquisites or other benefits for our executive officers will be subject to review and approval by our compensation committee.

We maintain a tax-qualified retirement plan, with company matching contributions of up to $5,000 per calendar year, that provides all regular U.S. employees, including our executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan, subject to applicable annual limits under the U.S. Internal Revenue Code (the “Code”). Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employee elective deferrals are 100% vested at all times. As a U.S. tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made.

We maintain a tax-qualified pension scheme, with company matching contributions of up to 4% of salary per calendar year, that provides all regular U.K. employees, including our executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Under our pension scheme, participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the pension scheme. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. As a U.K. tax-qualified retirement pension scheme, contributions to the pension scheme and earnings on those contributions are not taxable to the employees until distributed from the pension scheme, and all contributions are deductible by us when made.

Our Executive Severance Plan provides that upon the termination of employment of an eligible participant by us for any reason other than for “cause” (as defined in the Executive Severance Plan), death or disability outside of the “change-in-control period” (defined as the period beginning three months prior to and ending 12 months after a Sale Event, as defined in the 2017 Plan), an eligible participant will be entitled to receive, subject to the timely execution and delivery of an effective release of claims in favor of our company:

Our Executive Severance Plan also provides that upon (i) the termination of employment of an eligible participant by us other than for cause, death or disability, or (ii) the resignation of an eligible participant for “good reason” (as defined in the Executive Severance Plan),

in each case within the change-in-control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the timely execution and delivery of an effective general release of claims in favor of our company:

The payments and benefits provided under our Executive Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may subject an eligible participant to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient.

Our compensation committee has adopted a policy that upon the termination of employment of any employee due to death, all equity awards that vest solely based on continued service to our company (that is, stock options and RSU awards) and that are outstanding and held by such individual immediately prior to his or her death will fully accelerate and vest effective as of the date of death.

The terms of the PSU award agreement provide for the following treatment on a termination of service:

Our compensation committee has adopted an Equity Award Grant Policy (the “Grant Policy”), which was most recently amended in December 2021. Under this policy, we generally grant equity awards on a regularly-scheduled basis to enhance the effectiveness of our internal control over our equity award grant process. Pursuant to the Grant Policy, our compensation committee has delegated certain limited authority to an equity committee consisting of our CEO, Chief People Officer, CFO and CLO (the “equity committee”), by which any two members of the equity committee may approve the grant of routine new hire, promotion, refresh and certain other equity awards to employees within equity guidelines reviewed and approved from time to time by our compensation committee and subject to other limitations and requirements. The equity committee may not grant equity awards to its members, to employees who are subject to the reporting and other provisions of Section 16 of the Exchange Act or to employees with titles more senior than senior vice president. Grants of equity awards are generally made monthly and will be effective on the date such grant is approved by our compensation committee or the equity committee, as applicable.

In October 2023, our board adopted a compensation clawback policy that provides for the recoupment of certain erroneously awarded incentive compensation paid to current or former executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements. The policy is compliant with Exchange Act Rule 10D-1 and Nasdaq listing standards regarding recovery of excess incentive-based compensation, and is applicable to current and former executive officers in the event of a required accounting restatement.

Executive officers have five years from their date of hire or promotion to a position subject to a higher ownership threshold to satisfy the required level of stock ownership. Non-employee directors have five years from their board appointment to satisfy the required level of stock ownership. Our compensation committee reviews progress against these guidelines and requirements annually and will update them as appropriate. As of the most recent review of attainment, each of our executive officers and non-employee directors had satisfied the ownership guidelines.

Our insider trading policies prohibit the members of our board and all employees, including our executive officers, from engaging in derivative securities transactions, including hedging, with respect to our securities, and from pledging our securities as collateral for a loan or holding company securities in a margin account. Our insider trading policies require that members of our board and our executive officers may trade in our securities only pursuant to trading plans that comply with Exchange Act Rule 10b5-1. Certain other employees are subject to certain pre-clearance procedures in order to trade in our securities or may trade pursuant to trading plans that comply with Exchange Act Rule 10b5-1.

Section 162(m) of the Code generally places a $1 million limit on the amount of compensation a public company can deduct in any one year for certain current and former executive officers. While our compensation committee considers tax deductibility as one factor in determining executive compensation, our compensation committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program, even if the awards are not deductible by us for tax purposes.

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceed certain prescribed limits, and that our company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a traditional nonqualified deferred compensation plan for our executive officers, Section 409A of the Code does apply to certain severance arrangements, bonus arrangements and equity awards. We have structured all such arrangements and awards in a manner to either be exempt from or comply with the applicable requirements of Section 409A of the Code.

We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee directors of our board, including options to purchase shares of our common stock, RSUs, PSUs and other stock awards, based on the “grant date fair value” of these awards. While our compensation committee may consider grant date fair value in awarding equity compensation, it retains discretion to use other measures of value when determining the number of shares underlying equity awards. Regardless of the method used by the compensation committee when granting equity awards, the calculation of grant date fair value is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient may never realize any value from such awards.

The following table presents information regarding the compensation awarded to, earned by and paid to each of our NEOs in fiscal 2024, 2023 and 2022.