Okta’s Longtime Legal Chief Retiring After Layoffs, Lawsuit

Okta Inc., an authentication software company coping with layoffs and a shareholder lawsuit, is parting ways with general counsel Jonathan Runyan.

Runyan will retire as of Friday but continue to serve as an adviser to Okta through Sept. 15, the company said in a securities filing. Larissa Schwartz, a deputy general counsel at the company, will replace Runyan as top lawyer and corporate secretary.

Okta announced last month that it would lay off 300 employees—about 5% of its 6,000-strong workforce—after watching its stock price plunge over the last year. Okta, which this week saw its share price rebound amid strong earnings, said it would incur $15 million in restructuring costs due to the downsizing.

Okta and Runyan didn’t respond to a request for comment.

In December, an investor sued Okta, claiming the San Francisco-based company’s leadership bungled its $6.5 billion acquisition in 2021 of Auth0, a smaller rival. Latham & Watkins advised Okta on that deal.

The lawsuit also accused Okta’s management of fumbling its response to a data breach last year that led the company’s chief executive officer, Todd McKinnon, to pledge in an interview with Bloomberg Television to restore customer trust.

Securities filings show that Runyan has sold off nearly $20.6 million in Okta stock over the past two years. He currently owns Okta shares valued at about $5 million, according to Bloomberg data.

Runyan’s pay package was valued at more than $16.3 million during Okta’s 2022 fiscal year, per the company’s most recent proxy statement. That sum was bolstered by roughly $15.8 million in stock and options awards.

Okta said that as part of a transition agreement with Runyan he will be “paid his annual base salary, be eligible for benefits, and vest into company equity awards, in each case, at the rate in effect prior to his resignation.”

Private Practice

Runyan joined Okta as its top lawyer in 2015 after spending a decade in private practice. He first served as a senior associate at Gunderson Dettmer in Menlo Park, Calif., before joining Goodwin Procter, where he was a partner in the law firm’s emerging technologies practice prior to his move to Okta.

Goodwin advised Okta on an initial public offering in 2017 that raised $187 million for the company and generated $1.6 million in legal fees and expenses, according to a securities filing. Runyan had previously been outside counsel to Okta during his time at Goodwin.

Runyan is also a partner and co-founder of the Operator Network, a group of Silicon Valley executives acting as angel investors and mentors to entrepreneurs.

His successor as Okta’s legal chief, Schwartz, is a former corporate lawyer at Fenwick & West and Simpson Thacher & Bartlett. She also joined Okta in 2015, having spent the previous three years working at Jazz Pharmaceuticals Inc.

Schwartz, 51, didn’t respond to a comment request about her new role at Okta.

The company’s in-house team has had several changes in recent months.

Okta hired Andrea “Annie” Goranson, a former lawyer for software company Splunk Inc., last year to be its chief compliance officer and vice president of ethics.

Alta Ray, another attorney and former employee relations partner at Okta, left in late 2022 to become an employment counsel at Greenhouse Software Inc., a hiring software outfit that recently recruited its own top lawyer.