DEF 14A of Oracle Corp
Filed Sep 24, 2021 · FY20210001193125-21-282422
Nominees for Directors
Nominees for Directors Our Board of Directors (the Board) consists of 14 directors, all of whom stood for election at our last annual meeting of stockholders.
Director Qualifications
Director Qualifications Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 22) contain Board membership qualifications that apply to Board nominees recommended by the Governance Committee. The Governance Committee strives for a mix of skills, experience and perspectives that will help create an outstanding, diverse, dynamic and effective Board. In selecting nominees, the Governance Committee assesses the independence, character and acumen of candidates and endeavors to collectively establish areas of core competency of the Board, including, among others, industry and technical knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. The Governance Committee values a diversity of backgrounds, experience, perspectives and leadership in different fields when identifying nominees. As noted in our Corporate Governance Guidelines, the Governance Committee is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen. The Governance Committee also takes director tenure into consideration when making director nomination decisions and believes that it is desirable to maintain a mix of longer-tenured, experienced directors that have developed increased knowledge of and valuable insight into the company and its operations and newer directors with fresh perspectives. The Governance Committee and the Board also believe that longer-tenured, experienced directors are a significant strength of the Board, given the large size of our company, the breadth of our product offerings and the international scope of our organization. See “Corporate Governance—Director Tenure, Board Refreshment and Diversity” on page 29 for more information. Below we identify the key experiences, qualifications and skills our director nominees bring to the Board and that the Board considers important in light of Oracle’s businesses and industry.
Director Qualifications
| • | Industry Knowledge and Experience. We seek to have directors with experience as executives or directors or in other leadership positions in the particular technology industries in which we compete because our success depends on developing and investing in innovative products and technologies. This experience is critical to the Board’s ability to understand our products and business, assess our competitive position within the technology industry and the strengths and weaknesses of our competitors, maintain awareness of technology trends and innovations, and evaluate potential acquisitions and our acquisition strategy. |
Director Qualifications
| • | Management, Oversight of Complex Organizations, Accounting and Finance Expertise. We believe that an understanding of management practices, oversight of complex organizations and accounting/finance expertise is important for our directors. We value management experience in our directors as it provides a practical understanding of organizations, processes, strategies, risk management and the methods to drive change and growth that permit the Board to, among other things, identify and recommend improvements to our business operations, sales and marketing approaches and product strategy. We also seek to have at least one independent director who qualifies as an audit committee financial expert, and we expect all of our directors to be financially knowledgeable. |
Director Qualifications
| • | Business Judgment, Leadership and Strategic Vision. We believe that directors with experience in significant leadership positions are commonly required to demonstrate excellent business judgment, leadership skills and strategic vision. We seek directors with these characteristics as they bring important insights to Board deliberations and processes. |
Director Qualifications
The Board evaluates its own composition in the context of the diverse experiences and perspectives that the directors collectively bring to the boardroom. Their backgrounds provide the Board with vital insights in areas such as:
Director Qualifications
| Finance and Accounting | Technology Industry | Cybersecurity and Risk Management | Mergers and Acquisitions | | Operation of Global Organizations | Computer Science | Governmental Affairs and Regulation | Strategic Transformation | | International Tax and Monetary Policy | Intellectual Property | Executive Leadership and Talent Development | Customer Perspective |
Director Qualifications
The experiences, qualifications and skills of each director that the Board considered in his or her nomination are included below the directors’ individual biographies on the following pages. The Board concluded that each nominee should serve as a director based on the specific experience and attributes listed below and the direct personal knowledge of each nominee’s previous service on the Board, including the insight and collegiality each nominee brings to the Board’s functions and deliberations. The age of each director is provided as of September 13, 2021, the record date for the Annual Meeting.
Director Qualifications
| Jeffrey S. Berg | | | Independent Director Age: 74 Director since 1997 Board Committees: Independence (Chair), Finance and Audit, Governance | Mr. Berg has been an agent in the entertainment industry for over 40 years. Mr. Berg has served as Chairman of Northside Services, LLC, a media and entertainment advisory firm, since May 2015. Mr. Berg was Chairman of Resolution, a talent and literary agency he founded, from January 2013 until April 2015. Between 1985 and 2012, he was the Chairman and CEO of International Creative Management, Inc. (ICM), a talent agency for the entertainment industry. He has served as Co-Chair of California’s Council on Information Technology and was President of the Executive Board of the College of Letters and Sciences at the University of California at Berkeley. He previously served on the Board of Trustees of the Anderson School of Management at the University of California at Los Angeles. Qualifications: As the former CEO of ICM, Mr. Berg brings to the Board over 25 years of leadership experience running one of the world’s preeminent full service talent agencies in the entertainment industry. Mr. Berg’s prior experience as CEO and as a representative of some of the world’s most well-known celebrities offers the Board a unique perspective with respect to managing a global brand in rapidly changing industries and in management, compensation and operational matters. |
Director Qualifications
| Michael J. Boskin | | | Independent Director Age: 75 Director since 1994 Board Committees: Finance and Audit (Chair) | Dr. Boskin is the Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow at Stanford University, where he has been on the faculty since 1971. He is CEO and President of Boskin & Co., Inc., a consulting firm. He was Chairman of the President’s Council of Economic Advisers from February 1989 until January 1993. Dr. Boskin currently serves as director of Bloom Energy Corporation and, during the last five years, served as a director of Exxon Mobil Corporation. Qualifications: Dr. Boskin is recognized internationally for his research on world economic growth, tax and budget theory and policy, U.S. saving and consumption patterns and the implications of changing technology and demography on capital, labor and product markets. He brings to the Board significant economic and financial expertise and provides a unique perspective on a number of challenges faced by Oracle due to its global operations, including, for example, questions regarding international tax and monetary policy, treasury functions, currency exposure and general economic and labor trends and risks. In addition, Dr. Boskin’s experience as CEO of his consultancy firm and as a former director of another large, complex global organization provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. |
Director Qualifications
| Safra A. Catz | | | Chief Executive Officer Age: 59 Director since 2001 | Ms. Catz has been our CEO since September 2014. She served as our President from January 2004 to September 2014 and as our Chief Financial Officer (CFO) most recently from April 2011 until September 2014. Ms. Catz was previously our CFO from November 2005 until September 2008 and our Interim CFO from April 2005 until July 2005. Prior to being named President, she held various other positions with us since joining Oracle in 1999. Ms. Catz is currently a director of The Walt Disney Company. She also serves on the U.S. National Security Commission on Artificial Intelligence. Qualifications: In her current role at Oracle, Ms. Catz is responsible for all operations at Oracle other than product development and engineering. As our CEO and former CFO, our Board benefits from Ms. Catz’s many years with Oracle and her unique expertise regarding Oracle’s strategic vision, management and operations. Prior to joining Oracle, Ms. Catz developed deep technology industry experience as a managing director with the investment banking firm Donaldson, Lufkin & Jenrette from 1986 to 1999 covering the technology industry. With this experience, Ms. Catz brings valuable insight regarding the technology industry generally, and in particular in the execution of our acquisition strategy. In addition, Ms. Catz’s service as a director of other large, complex global organizations provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. |
Director Qualifications
| Bruce R. Chizen | | | Independent Director Age: 66 Director since 2008 Board Committees: Governance (Chair), Finance and Audit | Mr. Chizen is currently an independent consultant and has served as Senior Adviser to Permira Advisers LLP (Permira), a private equity firm, since July 2008, as PGO Partner to Permira since June 2018, and as a Venture Partner at Voyager Capital, a venture capital firm, since July 2009. He has also served as an Operating Partner for Permira Growth Opportunities, a private equity fund, since June 2018. From 1994 to 2008, Mr. Chizen served in a number of positions at Adobe Systems Incorporated (Adobe), a provider of design, imaging and publishing software, including CEO (2000 to 2007), President (2000 to 2005), acting CFO (2006 to 2007) and strategic adviser (2007 to 2008). Mr. Chizen currently serves as a director of Synopsys, Inc. and ChargePoint Holdings, Inc. Qualifications: As the former CEO of Adobe, Mr. Chizen brings to the Board first-hand experience in successfully leading and managing a large, complex global organization in the technology industry. In particular, Mr. Chizen’s experience in heading the extension of Adobe’s product leadership provides the Board with perspectives applicable to challenges faced by Oracle. In addition, Mr. Chizen’s current roles at Permira and Voyager Capital require him to be very familiar with companies driven by information technology or intellectual property, which allows him to provide the Board with valuable insights in its deliberations regarding Oracle’s acquisition and product strategies. The Board also benefits from Mr. Chizen’s financial expertise and significant audit and financial reporting knowledge, including his experience as the former acting CFO of Adobe. Mr. Chizen’s service as a director of a large, complex global organization, as well as smaller private companies, provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. |
Director Qualifications
| George H. Conrades | | | Independent Director Age: 82 Director since 2008 Board Committees: Compensation (Chair), Independence | Mr. Conrades has served as an Executive Advisor to Akamai Technologies, Inc. (Akamai), a content delivery network services provider for media and software delivery and cloud security solutions, since June 2018. He previously served as Akamai’s CEO from 1999 to 2005 and Chairman from 1999 to March 2018. Mr. Conrades currently serves as Managing Partner at Longfellow Venture Partners, a private venture fund advising and investing in early stage healthcare and technology companies. He also served as a Venture Partner at Polaris Venture Partners, an early stage investment company, from 1998 to 2012 and is currently Partner Emeritus. Mr. Conrades currently serves as a director of Cyclerion, Inc. and during the last five years he previously served as a director of Akamai. Qualifications: As the former CEO of Akamai, Mr. Conrades brings to the Board first-hand experience in successfully leading and managing a large, complex global organization in the technology industry. Mr. Conrades’ experience provides the Board with a perspective applicable to challenges faced by Oracle. In addition, Mr. Conrades’ current role at Longfellow Venture Partners requires him to be very familiar with growth companies, including those driven by information technology or intellectual property, which allows him to provide the Board with valuable insights in its deliberations regarding Oracle’s acquisition and product strategies. Mr. Conrades’ service as a director of large, complex global organizations, as well as smaller private companies, provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. |
Director Qualifications
| Lawrence J. Ellison | | | Chairman, Chief Technology Officer and Founder Age: 77 Director since 1977 | Mr. Ellison has been our Chairman of the Board and CTO since September 2014. Mr. Ellison served as our CEO from June 1977, when he founded Oracle, until September 2014. He previously served as our Chairman of the Board from May 1995 to January 2004. Mr. Ellison currently serves as a director of Tesla, Inc. Qualifications: Mr. Ellison is Oracle’s Founder and served as our CEO since we commenced operations in June 1977 through September 2014. He is widely regarded as a technology visionary and one of the world’s most successful business executives. Mr. Ellison’s familiarity with and knowledge of our technologies and product offerings are unmatched. He continues to lead and oversee our product engineering, technology development and strategy. For over 40 years he has successfully steered Oracle in new strategic directions in order to adapt to and stay ahead of our competition and changing industry trends. Mr. Ellison is our largest stockholder, beneficially owning approximately 42.4% of the outstanding shares of our common stock, directly aligning his interests with those of our stockholders. |
Director Qualifications
| Rona A. Fairhead | | | Independent Director Age: 60 Director since 2019 Board Committees: Finance and Audit | Mrs. Fairhead served as Minister of State for Trade and Export Promotion, Department for International Trade in the United Kingdom from September 2017 to May 2019. She previously served as Chair of the British Broadcasting Corporation (BBC) Trust from October 2014 to April 2017. From 2006 to 2013, Mrs. Fairhead was Chair and CEO of the Financial Times Group Limited, which was a division of Pearson plc, and, prior to that, she served as Pearson plc’s CFO. Before joining Pearson plc, Mrs. Fairhead held a variety of leadership positions at Bombardier Inc. and Imperial Chemical Industries plc. Her previous Independent Director roles include PepsiCo, Inc. and HSBC Holdings plc. Mrs. Fairhead is currently Chair of Electrocomponents plc and is a member of the U.K. House of Lords. Qualifications: Mrs. Fairhead brings to the Board extensive international experience in finance, risk management and global operations gained from her leadership roles at the BBC Trust, the Financial Times Group, Pearson plc, Electrocomponents plc and other multinational companies. She also contributes significant expertise in government affairs from her experience as the U.K. Minister of State for Trade and Export Promotion. Mrs. Fairhead also offers her valuable perspectives on risk management resulting from her experiences serving as chair of the risk committee and financial system vulnerabilities committee of HSBC Holdings plc and as chair of the U.K. Government’s Cabinet Office Audit and Risk Committee. In addition, Mrs. Fairhead brings to the Board global marketplace insights and customer perspectives developed through her current and prior service on the boards of directors at multinational public companies across multiple industries. |
Director Qualifications
| Jeffrey O. Henley | | | Vice Chairman Age: 76 Director since 1995 | Mr. Henley has served as our Vice Chairman of the Board since September 2014. Mr. Henley previously served as our Chairman of the Board from January 2004 to September 2014. He served as our Executive Vice President and CFO from March 1991 to July 2004. Qualifications: Our Board benefits from Mr. Henley’s many years with Oracle and his deep expertise and knowledge regarding our strategic vision, management and operations. Mr. Henley meets regularly with significant Oracle customers and is instrumental in closing major commercial transactions worldwide. This role allows Mr. Henley to remain close to our customers and the technology industry generally. Mr. Henley also brings to the Board significant financial and accounting expertise from his service as our former CFO and in other finance positions prior to joining Oracle. |
Director Qualifications
| Renée J. James | | | Non-Employee Director Age: 57 Director since 2015 | Ms. James is currently the Chairman and CEO of Ampere Computing LLC (Ampere), a company she founded in 2017 that produces high-performance semiconductors for hyperscale cloud, storage and edge computing. Ms. James also has served as an Operating Executive for The Carlyle Group, a global alternative asset manager, since February 2016. In this role, Ms. James evaluates new technology investments for the firm and advises portfolio companies on their strategic direction and operational efficiency. In January 2016, Ms. James concluded a 28-year career with Intel Corporation (Intel), where she most recently served as President. Ms. James is Chair of the National Security Telecommunications Advisory Committee to the President of the United States. She also serves as a director of Citigroup Inc. In the last five years, she previously served as a director of Sabre Corporation and Vodafone Group Plc. Qualifications: As a seasoned technology executive, Ms. James brings to the Board extensive, international experience managing large, complex global operations in the technology industry. In her distinguished career at Intel, Ms. James held a variety of positions in research and development leadership in both software and hardware and the management of global manufacturing. Our Board benefits from the leadership, industry and technical expertise Ms. James acquired at Ampere and Intel and through her service on the boards of public and private companies in the technology and financial services industries. In addition, Ms. James brings to the Board expansive knowledge of cybersecurity gained through the positions she has held at Intel and as Chair of the National Security Telecommunications Advisory Committee to the President of the United States. |
Director Qualifications
| Charles W. Moorman IV | | | Independent Director Age: 69 Director since 2018 Board Committees: Compensation, Independence | Mr. Moorman is currently a Senior Advisor to Amtrak, a position he has held since 2018, and he previously served as President and CEO from August 2016 to January 2018. Mr. Moorman was previously CEO (from 2005 to 2015) and Chairman (from 2006 to 2015) of Norfolk Southern Corporation (Norfolk Southern), a transportation company. From 1975 to 2005, he held various positions in operations, information technology, and human resources at Norfolk Southern. Mr. Moorman serves as a director of Chevron Corporation and in the last five years he previously served as a director of Duke Energy Corporation. Qualifications: As the former CEO of Norfolk Southern, Mr. Moorman brings to the Board extensive experience leading and managing the operations of a large, complex Fortune 500 company. Mr. Moorman’s forty-year career with Norfolk Southern included numerous senior management and executive positions requiring expertise in engineering, technology, finance and risk management. Mr. Moorman also brings to the Board significant regulatory expertise and familiarity with environmental affairs gained through his leadership roles at both Amtrak and Norfolk Southern. In addition, Mr. Moorman’s service as a director of other large public companies provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. |
Director Qualifications
| Leon E. Panetta | | | Independent Director Age: 83 Director since 2015 Board Committees: Compensation, Governance | Secretary Panetta served as U.S. Secretary of Defense from 2011 to 2013 and as Director of the Central Intelligence Agency from 2009 to 2011. Prior to that time, Secretary Panetta was a member of the United States House of Representatives from 1977 to 1993, served as Director of the Office of Management and Budget from 1993 to 1994 and served as President Bill Clinton’s Chief of Staff from 1994 to 1997. He is the co-founder and Chairman of the Panetta Institute for Public Policy and currently serves as moderator of the Leon Panetta Lecture Series, a program he created. Secretary Panetta previously served as Distinguished Scholar to Chancellor Charles B. Reed of the California State University System and professor of public policy at Santa Clara University. Qualifications: With a distinguished record of public service at the highest levels of government, Secretary Panetta brings to the Board robust, first-hand knowledge of government affairs and public policy issues. Secretary Panetta’s 16 years of experience in the U.S. House of Representatives and service in the administrations of two U.S. Presidents allow him to advise the Board on a wide range of issues related to Oracle’s interactions with governmental entities. In addition, Secretary Panetta’s service as a leader of large and complex government institutions, including the U.S. Department of Defense, the Central Intelligence Agency and the Office of Management and Budget, provides the Board with important perspectives on Oracle’s operational practices and processes, as well as risk management and oversight expertise. |
Director Qualifications
| William G. Parrett | | | Independent Director Age: 76 Director since 2018 Board Committees: Governance | Mr. Parrett served as the CEO of Deloitte Touche Tohmatsu (Deloitte), a multinational professional services network, from 2003 until 2007. He joined Deloitte in 1967 and served in a series of roles of increasing responsibility until his retirement in 2007. Mr. Parrett serves as a director of The Blackstone Group L.P. and Thoughtworks Holding, Inc. In the last five years, he previously served as a director of the Eastman Kodak Company, Conduent Inc., Thermo Fisher Scientific Inc. and UBS Group AG. Mr. Parrett is a Certified Public Accountant with an active license. Qualifications: As the former CEO of Deloitte, Mr. Parrett brings to the Board significant experience leading and managing the operations of a large, complex global organization. Mr. Parrett is highly skilled in the fields of auditing, accounting and internal controls, and risk management, and he brings valuable financial expertise to the Board. In addition, Mr. Parrett’s service as a director of other public companies in the technology and financial services sectors provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. |
Director Qualifications
| Naomi O. Seligman | | | Independent Director Age: 83 Director since 2005 Board Committees: Compensation (Vice Chair) | Ms. Seligman has served as a senior partner at Ostriker von Simson, Inc., a technology research firm which chairs the CIO Strategy Exchange, since June 1999. Since 1999, this forum has brought together senior executives in four vital quadrants of the IT sector. From 1977 until June 1999, Ms. Seligman served as a co-founder and senior partner of the Research Board, Inc., a private sector institution sponsored by 100 chief information officers from major global corporations. In the last five years, Ms. Seligman previously served as a director of Akamai Technologies, Inc. Qualifications: As a senior partner at Ostriker von Simson, Inc., a co-partner of the CIO Strategy Exchange, and a co-founder and former senior partner of the Research Board, Inc., Ms. Seligman is recognized as a thought leader in the technology industry. Ms. Seligman also serves as an independent advisor to some of the largest multinational corporations where she helps oversee global strategy and operations, which allows her to provide our Board with important perspectives in its evaluation of Oracle’s practices and processes. The Board also benefits from Ms. Seligman’s unique experience and customer-focused perspective and the valuable insights gained from the senior-level relationships she maintains throughout the technology industry. |
Director Qualifications
| Vishal Sikka | | | Non-Employee Director Age: 54 Director since 2019 | Dr. Sikka is the founder and CEO of Vianai Systems, Inc., a startup company founded in 2019 that provides advanced software and services in artificial intelligence and machine learning. Previously, he was the CEO and Managing Director of Infosys Limited, a multinational IT services company, from 2014 to 2017. From 2002 to 2014, Dr. Sikka was at SAP SE, a multinational software company, where he served on the Executive Board from 2010 to 2014. Dr. Sikka holds a PhD in computer science with a focus on artificial intelligence from Stanford University. He serves on the Supervisory Board of BMW Group and on the Advisory Council for the Stanford Institute for Human-Centered Artificial Intelligence. Qualifications: As the former CEO of Infosys Limited and a former member of the Executive Board at SAP SE, Dr. Sikka brings to the Board extensive leadership experience managing the operations of large, multinational enterprise information technology companies. The Board also benefits from Dr. Sikka’s expertise in the fields of artificial intelligence, information management, distributed systems and related areas. In addition, Dr. Sikka’s service as a director of other multinational companies provides the Board with important perspectives in its evaluation of Oracle’s practices and processes. |
The Compensation Committee
| • | review and approve non-employee director compensation, subject to ratification by the Board; |
Director Compensation
Director Compensation
Highlights
| Initial and annual equity awards capped at a maximum dollar value | Emphasis on equity to align director compensation with our stockholders’ long-term interests | | No committee chair equity awards | No per-meeting fees | | Stockholder-approved limits on equity awards | No performance-based equity awards | | Robust stock ownership guidelines (see page 26 for details) | No retirement benefits or perquisites |
Fiscal 2021 Director Compensation Table
Fiscal 2021 Director Compensation Table The following table provides summary information regarding the compensation we paid to our non-employee directors in fiscal 2021.
Fiscal 2021 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) (2) ($) | All Other Compensation ($) | Total ($) | | Jeffrey S. Berg | 122,500 | 344,310 | — | 466,810 | | Michael J. Boskin | 102,500 | 344,310 | — | 446,810 | | Bruce R. Chizen | 107,500 | 344,310 | — | 451,810 | | George H. Conrades | 117,500 | 344,310 | — | 461,810 | | Rona A. Fairhead | 77,500 | 344,310 | — | 421,810 | | Renée J. James | 52,500 | 344,310 | — | 396,810 | | Charles W. Moorman IV | 92,500 | 344,310 | — | 436,810 | | Leon E. Panetta | 92,500 | 344,310 | — | 436,810 | | William G. Parrett | 67,500 | 344,310 | — | 411,810 | | Naomi O. Seligman | 77,500 | 344,310 | — | 421,810 | | Vishal Sikka | 52,500 | 344,310 | — | 396,810 |
Fiscal 2021 Director Compensation Table
| (1) The amounts reported in this column represent the aggregate grant date fair values of RSUs computed in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation (FASB ASC 718). The non-employee directors have not presently realized a financial benefit from these awards because none of the RSUs granted in fiscal 2021 have vested. For information on the valuation assumptions used in our stock-based compensation computations, see Note 13 of Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2021. |
Fiscal 2021 Director Compensation Table
| (2) The following table provides additional information concerning the outstanding stock awards (in the form of RSUs) and stock options held by our non-employee directors as of the last day of fiscal 2021. |
Fiscal 2021 Director Compensation Table
| Name | Total Unvested RSUs Outstanding at Fiscal 2021 Year End (#) | RSUs Granted During Fiscal 2021 (a) (#) | Total Option Awards Outstanding at Fiscal 2021 Year End (#) | | Jeffrey S. Berg | 4,445 | 4,445 | 112,500 | | Michael J. Boskin | 4,445 | 4,445 | 300,000 | | Bruce R. Chizen | 4,445 | 4,445 | — | | George H. Conrades | 4,445 | 4,445 | 67,500 | | Rona A. Fairhead | 4,445 | 4,445 | — | | Renée J. James | 4,445 | 4,445 | 9,375 | | Charles W. Moorman IV | 4,445 | 4,445 | — | | Leon E. Panetta | 4,445 | 4,445 | 37,500 | | William G. Parrett | 4,445 | 4,445 | — | | Naomi O. Seligman | 4,445 | 4,445 | 87,500 | | Vishal Sikka | 4,445 | 4,445 | — |
Fiscal 2021 Director Compensation Table
| (a) The RSUs reported in this column were granted on May 31, 2021 and vest on the first anniversary of the date of grant (May 31, 2022). |
Fiscal 2021 Director Compensation Table
CORPORATE GOVERNANCE We regularly monitor developments in corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal laws affecting corporate governance, as well as rules adopted by the SEC and NYSE. We believe we have in place corporate governance procedures and practices that are designed to enhance our stockholders’ interests.
Corporate Governance Guidelines
| • | director compensation; |
Prohibition on Speculative Transactions and Pledging Policy
Prohibition on Speculative Transactions and Pledging Policy Prohibition on Speculative Transactions. Our Insider Trading Policy prohibits all employees, including our executive officers, and non-employee directors, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, short sales, puts, collars, straddles and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of Oracle securities. The prohibition does not apply to the exercise of any employee stock options granted by Oracle. Pledging Policy. The Policy on Pledging Oracle Securities (Pledging Policy) prohibits Oracle directors, executive officers and their immediate family members from:
Prohibition on Speculative Transactions and Pledging Policy
| • | holding Oracle securities in a margin account; and |
Prohibition on Speculative Transactions and Pledging Policy
| • | pledging Oracle securities as collateral to secure or guarantee indebtedness, subject to two exceptions: |
Prohibition on Speculative Transactions and Pledging Policy
| • | pledges of securities of a target company that are in place at the time Oracle acquires such company are permitted; and |
Prohibition on Speculative Transactions and Pledging Policy
| • | Oracle’s Founder may continue to pledge Oracle securities as collateral to secure or guarantee indebtedness, but he may not hold Oracle securities in a margin account. |
Prohibition on Speculative Transactions and Pledging Policy
The Pledging Policy also requires the Governance Committee to review all pledging arrangements, assess any risks to Oracle and its stockholders and report on the arrangements to the F&A Committee and the Board. The Pledging Policy provides that all pledges must comply with Oracle’s Insider Trading Policy and must be pre-cleared as specified in Oracle’s Trading Pre-clearance Procedures. The Governance Committee may periodically seek outside advice and counsel in connection with its oversight of pledging arrangements. Review of Pledging Arrangements. As of September 13, 2021, Mr. Ellison, Oracle’s Founder, Chairman, CTO and largest stockholder, had pledged 317,000,000 shares of Oracle common stock as collateral to secure certain personal indebtedness. The Governance Committee has been advised by outside counsel on the Board’s fiduciary responsibilities for overseeing pledging, the potential risks associated with Mr. Ellison’s pledging and developments in pledging generally. The Governance Committee periodically seeks outside advice in connection with the committee’s oversight function of pledging arrangements. In this regard, the Governance Committee received counsel from independent advisors in August 2021. With respect to the shares pledged by Mr. Ellison as of September 13, 2021, the Governance Committee believes that Mr. Ellison’s pledging arrangements do not pose a material risk to stockholders or to Oracle, in part because:
Prohibition on Speculative Transactions and Pledging Policy
| • | The pledged shares secure personal term loans only used to fund outside personal business ventures. |
Prohibition on Speculative Transactions and Pledging Policy
| • | None of his shares are pledged as collateral for margin accounts. |
Prohibition on Speculative Transactions and Pledging Policy
| • | The pledged shares are not used to shift or hedge any economic risk in owning Oracle common stock. |
Prohibition on Speculative Transactions and Pledging Policy
| • | Mr. Ellison is our founder and largest stockholder. Mr. Ellison’s stock ownership is more than 4,000 times what he is required to hold under our stock ownership requirements. |
Prohibition on Speculative Transactions and Pledging Policy
| • | The Board believes that Mr. Ellison has the financial capacity to repay his personal term loans without resorting to the pledged shares. |
Prohibition on Speculative Transactions and Pledging Policy
No other executive officer or director, or any of their immediate family members, holds shares of Oracle common stock that have been pledged to secure any personal or other indebtedness. Every fiscal quarter, the Governance Committee reviews Mr. Ellison’s pledging arrangements from a risk management perspective and regularly provides a report to the F&A Committee and the Board. In accordance with the Pledging Policy, the Governance Committee considers the following when reviewing the pledging arrangements:
Prohibition on Speculative Transactions and Pledging Policy
| • | historical information and trends regarding Mr. Ellison’s pledging arrangements; |
Prohibition on Speculative Transactions and Pledging Policy
| • | the key terms of the loans under which shares of Oracle common stock have been pledged as collateral; |
Prohibition on Speculative Transactions and Pledging Policy
| • | the magnitude of the aggregate number of shares of Oracle common stock that are pledged in relation to: |
Prohibition on Speculative Transactions and Pledging Policy
| • | the total number of shares of Oracle common stock outstanding; and |
Prohibition on Speculative Transactions and Pledging Policy
| • | the total number of shares of Oracle common stock owned by Mr. Ellison; |
Prohibition on Speculative Transactions and Pledging Policy
| • | the market value of Oracle common stock; |
Prohibition on Speculative Transactions and Pledging Policy
| • | Mr. Ellison’s independent ability to repay any loans without recourse to the already-pledged shares; and |
Prohibition on Speculative Transactions and Pledging Policy
| • | any other relevant factors. |
Board of Directors and Director Independence
Board of Directors and Director Independence Each of our directors stands for election every year. We do not have a classified or staggered board. If the director nominees are elected at the Annual Meeting, the Board will continue to be composed of three employee directors (Mr. Ellison, Ms. Catz and Mr. Henley) and eleven non-employee directors. Upon the recommendation of the Independence Committee, the Board determined that each of the following nine current directors is independent (as defined by applicable NYSE listing standards and our Corporate Governance Guidelines): Mr. Berg, Dr. Boskin, Mr. Chizen, Mr. Conrades, Mrs. Fairhead, Mr. Moorman, Secretary Panetta, Mr. Parrett and Ms. Seligman. Therefore, all directors who served during fiscal 2021 on the Compensation, F&A, Governance and Independence Committees were independent under the applicable NYSE listing standards and SEC rules. The Board further determined, upon recommendation of the Independence Committee, that all directors who served during fiscal 2021 on the Compensation and F&A Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees. In making the independence determinations, the Board and the Independence Committee considered all facts and circumstances relevant under the NYSE listing standards and SEC rules, including any relationships between Oracle and entities affiliated with the directors. In particular, the following relationships were considered:
Board of Directors and Director Independence
| • | Dr. Boskin is employed by Stanford University, which has historically received donations from both Oracle and various Board members. In addition, certain Board members serve on advisory or oversight boards at Stanford University or are otherwise employed part-time by Stanford University. |
Board of Directors and Director Independence
| • | In fiscal 2021, Oracle paid a de minimis amount to Stanford University. The total amount Oracle paid to Stanford University constituted approximately 0.0001% of Oracle’s total revenues in fiscal 2021. Based on a review of publicly available data, we believe the payments represented less than 0.001% of Stanford University’s total revenues in its last fiscal year. The payments fall within NYSE prescribed limits and guidelines. |
Board of Directors and Director Independence
The non-employee directors held an executive session following each of the regularly scheduled Board meetings, for a total of four meetings in fiscal 2021. The F&A Committee has adopted a requirement that if an F&A Committee member wishes to serve on more than three audit committees of public companies, the member must obtain the approval of the F&A Committee, which will determine whether the director’s proposed service on the other audit committee(s) will detract from his/her performance on our F&A Committee. No F&A Committee member currently serves on more than three audit committees of public companies.
Compensation Discussion and Analysis
| Quick Reference Guide | | | Executive Summary | 35 | | Eight-Year Performance-Based Stock Options | 39 | | Fiscal 2021 Compensation for Top 2 NEOs | 41 | | Fiscal 2021 Compensation for All Other NEOs | 41 | | Stockholder Outreach and Responsiveness | 41 | | Fiscal 2021 Pay Outcomes | 42 | | Objectives of Our Executive Compensation Program | 42 | | Elements of Our Executive Compensation Program | 43 | | Long-Term Incentive Compensation | 43 | | Annual Cash Bonuses | 45 | | Base Salary, Perquisites and Other Personal Benefits | 45 | | Determination of Executive Compensation Amounts | 47 | | Other Factors in Setting Executive Compensation | 49 | | 2020 Stockholder Advisory Vote on NEO Compensation | 51 | | Compensation Committee Report | 51 | | Compensation Tables | 52 |
Compensation Discussion and Analysis
| Fiscal 2021 Executive Compensation Highlights for Other Named Executive Officers | | | Mr. Ellison | • In fiscal 2021: • No increase in his base salary of $1 • Earned $9,584,656 in non-equity incentive plan compensation • No new equity award | | Mr. Screven and Ms. Daley | • In fiscal 2021: • No increases in their base salaries • Each received a cash bonus and a restricted stock unit (RSU) award • The total compensation mix for these 2 NEOs was heavily weighted toward equity-based awards, whose value correlates with our stock price, thus aligning their total direct compensation with the interests of our stockholders |
Oracle’s stock is up 56% YoY as compared to the S&P 500 Index which is up 34% YoY*
| Best Practices We Employ | | High proportion of compensation for CEO and CTO is performance-based and aligned with stockholders’ interests Caps on maximum payout of bonuses and performance-based equity awards Robust stock ownership guidelines Disciplined dilution rates from equity awards Compensation recovery (clawback) policy for cash bonuses in the event of a financial restatement Independent Compensation Committee Annual risk assessment of compensation programs Independent compensation consultant Anti-hedging policy applicable to all employees and directors Anti-pledging policy with limited exceptions Compensation Committee reviews attrition data for employees at all career levels Diversity metrics and EEO-1 statement are publicly available on our Diversity and Inclusion website Modern approach to work, including a flexible employee work location policy |
Oracle’s stock is up 56% YoY as compared to the S&P 500 Index which is up 34% YoY*
| Practices We Avoid | | No severance benefit arrangements except as provided under our equity incentive plan to employees generally or as required by law No single-trigger change in control vesting of equity awards No change in control acceleration of performance-based cash bonuses No minimum guaranteed vesting for performance-based equity awards granted to our NEOs No discretionary cash bonuses for CEO and CTO No “golden parachute” tax reimbursements or gross-ups for NEOs No payout or settlement of dividends or dividend equivalents on unvested equity awards No supplemental executive retirement plans, executive pensions or excessive retirement benefits No repricing, cash-out or exchange of “underwater” stock options without stockholder approval |
Eight-Year Performance-Based Stock Options: A Rigorous Long-Term Equity Program Directly Linked to Performance and Stockholder Value Creation
Eight-Year Performance-Based Stock Options: A Rigorous Long-Term Equity Program Directly Linked to Performance and Stockholder Value Creation No equity awards were granted to Mr. Ellison or Ms. Catz in fiscal 2021. In fiscal 2018, the Compensation Committee granted each of these NEOs an equity award consisting entirely of performance-based stock options (PSOs). Consistent with the long-term nature of our transition toward our cloud business, the PSOs granted to each of Mr. Ellison and Ms. Catz were originally intended to represent five years of equity compensation and were granted with the expectation that these NEOs would receive no additional equity awards until fiscal 2022 at the earliest.
Modification of the PSOs to Extend the Performance Period
| • | The operational performance goals set forth in the PSOs are important drivers of Oracle’s business. |
Modification of the PSOs to Extend the Performance Period
| • | The matching of operational performance goals with market capitalization goals ensures that stockholders will benefit from the achievement of the goals in the future. |
Modification of the PSOs to Extend the Performance Period
| • | Internal projections demonstrate that the remaining performance goals are rigorous and not easily attainable during the extended performance period. |
Modification of the PSOs to Extend the Performance Period
| • | If and when the remaining PSOs vest, stockholders will have achieved significant long-term value. |
Modification of the PSOs to Extend the Performance Period
Our cloud business is an important part of our long-term success, and the PSOs were carefully designed to drive performance in the areas that we believe would be most beneficial to our stockholders. As such, after taking into consideration stockholders’ feedback, the Compensation Committee believes that the current design of the PSO program directly links the long-term incentive compensation of our most senior executives with rigorous goals related to our cloud offerings and stockholder return. After reviewing internal projections and forecasts, the Compensation Committee believes that the operational performance goals and the remaining market capitalization goals are challenging. Furthermore, the matching of operational performance goals with market capitalization goals ensures that stockholders will benefit from the achievement of the goals in the future. The Compensation Committee intends to honor its commitment to stockholders and does not expect to grant any equity awards to Mr. Ellison and Ms. Catz during the eight-year performance period of the PSOs, which runs through May 31, 2025.
PSO Performance Goals
PSO Performance Goals As modified, the PSOs can be earned only upon the attainment of rigorous performance goals over an eight-year performance period running from fiscal 2018 through fiscal 2025. To date, the Compensation Committee has certified that the $80 stock price goal and the first market capitalization goal, a $16.7 billion increase in Oracle’s baseline market capitalization, were achieved. As a result of achieving the stock price goal, one tranche (representing one-seventh of the PSOs) vested on June 30, 2021. Because the remaining PSO tranches require matching of operational performance goals with market capitalization goals, no additional vesting will occur as a result of the achievement of the first market capitalization goal until an operational performance goal is also achieved.
PSO Performance Goals
| 1 Tranche of the PSOs (1/7th) earned based on achievement of a stock price goal Oracle’s average stock price for 30 calendar days must equal or exceed $80 in order for the tranche to be earned The Compensation Committee certified that this goal was achieved and 2,500,000 PSOs vested for each of Mr. Ellison and Ms. Catz effective June 30, 2021 |
PSO Performance Goals
| 6 Tranches of the PSOs (6/7(ths)) earned based on achievement of both (1) operational performance goals and (2) market capitalization goals • One goal of each type (operational and market capitalization) must be satisfied in order for a tranche (i.e., 1/7th of the award) to be earned • If market capitalization goal(s) are satisfied but no operational performance goal(s) are satisfied (or vice versa), then no tranche will be earned until subsequent achievement of the other goal type occurs The Compensation Committee certified that one market capitalization goal was achieved in fiscal 2021. A corresponding operational performance goal has not yet been satisfied and none of the 6 tranches have vested. |
PSO Performance Goals
| 6 Operational Performance Goals • Become the largest enterprise Software-as-a-Service (SaaS) company as measured by an independent third-party report • Attain $20 billion in non-GAAP total cloud revenues in a fiscal year • Attain $10 billion in non-GAAP total SaaS revenues in a fiscal year • Attain $10 billion in non-GAAP total Platform-as-a-Service (PaaS) and Infrastructure-as-a-Service (IaaS) revenues in a fiscal year • Attain non-GAAP SaaS gross margin of 80% • Maintain non-GAAP PaaS/IaaS gross margin of at least 30% for three of the eight fiscal years in the performance period | 6 Market Capitalization Goals • Increase Oracle’s market capitalization from a baseline of $207 billion by: • $16.7 billion – achieved in fiscal 2021 • $33.3 billion • $50 billion • $66.7 billion • $83.3 billion • $100 billion • Shares issued in connection with a material acquisition are to be excluded from the calculation of market capitalization |
Fiscal 2021 Compensation for Mr. Ellison and Ms. Catz
| Name | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Lawrence J. Ellison | 2021 | 1 | — | — | — | 9,584,656 | 2,189,131 | 11,773,788 | | Safra A. Catz | 2021 | 950,000 | — | — | — | 9,584,656 | 96,567 | 10,631,223 |
Pension Benefits or Supplemental Retirement Benefits
Pension Benefits or Supplemental Retirement Benefits During fiscal 2021, other than the 401(k) Plan and our deferred compensation programs, we did not provide any pension or retirement benefits to our NEOs and do not believe that these types of benefits are necessary to further the objectives of our executive compensation program. We offer the 1993 Deferred Compensation Plan (the Cash Deferred Compensation Plan) to certain employees, including eligible NEOs, under which participants may elect to defer all or a portion of their base salary and annual performance-based cash bonus. We also offer certain employees, including eligible NEOs, the ability to defer the settlement of their earned and vested RSUs under the terms of the Oracle Corporation Stock Unit Award Deferred Compensation Plan (the RSU Deferred Compensation Plan). We offer these plans because we believe they are competitive elements of compensation for our NEOs. For a description of our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan, see “Fiscal 2021 Non-Qualified Deferred Compensation” on page 55.
Fiscal 2021 Summary Compensation Table
Fiscal 2021 Summary Compensation Table The following table provides summary information concerning cash, equity and other compensation awarded to, earned by or paid to our NEOs in fiscal 2021, 2020 and 2019.
Fiscal 2021 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Lawrence J. Ellison | 2021 | 1 | — | — | — | 9,584,656 | 2,189,131 | 11,773,788 | | Chairman and Chief Technology Officer | 2020 | 1 | — | — | — | — | 1,716,114 | 1,716,115 | | | 2019 | 1 | — | — | — | — | 1,662,827 | 1,662,828 | | Safra A. Catz | 2021 | 950,000 | — | — | — | 9,584,656 | 96,567 | 10,631,223 | | Chief Executive Officer* | 2020 | 950,000 | — | — | — | — | 14,055 | 964,055 | | | 2019 | 950,000 | — | — | — | — | 15,981 | 965,981 | | Edward Screven | 2021 | 800,000 | — | 10,722,000 | — | 1,916,931 | 5,951 | 13,444,882 | | EVP, Chief Corporate Architect | 2020 | 800,000 | — | — | — | — | 6,555 | 806,555 | | | 2019 | 700,000 | — | 33,460,000 | — | — | 8,619 | 34,168,619 | | Dorian E. Daley | 2021 | 875,000 | 1,000,000 | 9,381,750 | — | — | 8,276 | 11,265,026 | | EVP and General Counsel | 2020 | 875,000 | — | 9,256,500 | — | — | 8,422 | 10,139,922 | | | 2019 | 825,000 | 400,000 | 6,766,500 | — | — | 8,291 | 7,999,791 |
Fiscal 2021 Summary Compensation Table
| * Ms. Catz also serves as our principal financial officer. |
Fiscal 2021 Summary Compensation Table
| (1) The amounts reported in this column represent the aggregate grant date fair values of RSUs (for Mr. Screven and Ms. Daley) granted during the relevant fiscal years computed in accordance with FASB ASC 718. For information on the valuation assumptions used in our computations, see Note 13 to our Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2021. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Mr. Screven and Ms. Daley” on page 44 for a discussion of these awards. The amounts reported do not reflect whether the NEO has actually realized or will realize an economic benefit from the awards. |
Fiscal 2021 Summary Compensation Table
| (2) For fiscal 2021, the amounts reported in this column include: |
Fiscal 2021 Summary Compensation Table
| (a) Company matching contributions under our 401(k) Plan of $5,100 for each of Ms. Catz and Ms. Daley and $2,880 for Mr. Screven. Our employees, including our NEOs, are eligible to participate in our 401(k) Plan and we match 50% of an eligible salary deferral up to the first 6% of such deferrals, not to exceed $5,100 in a calendar year and subject to a multi-year vesting schedule. |
Fiscal 2021 Summary Compensation Table
| (b) Flexible credits used toward covering the premiums for cafeteria-style benefit plans, including life insurance and long-term disability benefits, in the amount of $648 for Mr. Ellison, $5,664 for Ms. Catz, $2,818 for Mr. Screven and $2,923 for Ms. Daley. All Oracle employees are eligible to receive flexible credits. |
Fiscal 2021 Summary Compensation Table
| (c) Security-related costs and expenses of $2,178,353 for Mr. Ellison’s residence and $85,550 for Ms. Catz’s residence. Pursuant to a residential security program, as described in “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Limited Perquisites and Other Personal Benefits—Residential Security” on page 46, our most senior executives are required to maintain home security systems. We believe these security costs and expenses are necessary and appropriate business expenses. |
Fiscal 2021 Summary Compensation Table
| (d) Legal counsel fees of $10,130 for Mr. Ellison and $253 for each of Ms. Catz, Mr. Screven and Ms. Daley. We hire legal counsel to assist our executives with complying with reporting obligations under applicable laws in connection with their personal political campaign contributions. |
Fiscal 2021 Summary Compensation Table
| (e) We permit our NEOs to be accompanied by guests on private aircraft leased or owned by Oracle, which are expected to be used for business travel. This may be deemed to be a “personal benefit” for our NEOs although we believe there was no aggregate incremental cost to us during fiscal 2021. This use in fiscal 2021 did not result in a loss of a corporate income tax deduction. |
Grants of Plan-Based Awards During Fiscal 2021
Grants of Plan-Based Awards During Fiscal 2021 The following table shows equity and non-equity awards granted to our NEOs during fiscal 2021. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2021 Year-End table.
Grants of Plan-Based Awards During Fiscal 2021
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (2) (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Award Type | Threshold ($) | Target (1) ($) | Maximum (1) ($) | | | | Lawrence J. Ellison | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | Safra A. Catz | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | Edward Screven | 8/4/2020 | RSUs | | | | 200,000 | 10,722,000 | | | | Cash Bonus | — | 1,000,000 | 2,000,000 | | | | Dorian E. Daley | 8/4/2020 | RSUs | | | | 175,000 | 9,381,750 |
Grants of Plan-Based Awards During Fiscal 2021
| (1) The target plan award amounts reported in these columns are determined based on our internal profitability expectations for the fiscal year multiplied by the individual’s bonus percentage under the Executive Bonus Plan. The maximum plan award amounts are equal to 200% of the applicable target. The actual payout amount for fiscal 2021 under the Executive Bonus Plan was $9,584,656 for Mr. Ellison, $9,584,656 for Ms. Catz and $1,916,931 for Mr. Screven, as reported in the “Non-Equity Incentive Plan Compensation” column of the SCT above. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses” beginning on page 45 for a discussion of the material features of the Executive Bonus Plan for fiscal 2021. |
Grants of Plan-Based Awards During Fiscal 2021
| (2) The RSUs reported in this column were granted under our Prior Plan. The RSUs vest 25% per year over four years on the anniversary of the date of grant. |
Outstanding Equity Awards at Fiscal 2021 Year-End
Outstanding Equity Awards at Fiscal 2021 Year-End The following table provides information on the outstanding PSOs, RSUs and time-based stock options held by our NEOs as of May 31, 2021.
Outstanding Equity Awards at Fiscal 2021 Year-End
| | | Option Awards (1) | | | | | | Stock Awards (1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (2) (#) | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (3) (#) | Market Value of Shares or Units of Stock That Have Not Vested (4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) ($) | | Lawrence J. | 7/20/2017 | — | — | 17,500,000 | 51 | .13 | 7/20/2025 | | | | | | Ellison | 7/24/2014 | 2,250,000 | — | — | 40 | .47 | 7/24/2024 | | | | | | | 7/1/2013 | 7,000,000 | — | — | 30 | .11 | 7/1/2023 | | | | | | | 7/5/2012 | 7,000,000 | — | — | 29 | .72 | 7/5/2022 | | | | | | Safra A. Catz | 7/20/2017 | — | — | 17,500,000 | 51 | .13 | 7/20/2025 | | | | | | | 10/5/2014 | 500,000 | — | — | 38 | .89 | 10/5/2024 | | | | | | | 7/24/2014 | 2,250,000 | — | — | 40 | .47 | 7/24/2024 | | | | | | | 7/1/2013 | 5,000,000 | — | — | 30 | .11 | 7/1/2023 | | | | | | | 7/5/2012 | 5,000,000 | — | — | 29 | .72 | 7/5/2022 | | | | | | Edward Screven | 8/4/2020 | | | | | | | 200,000 | 15,748,000 | — | — | | | 12/5/2018 | | | | | | | 250,000 | 19,685,000 | — | — | | | 6/27/2018 | | | | | | | 125,000 | 9,842,500 | — | — | | | 9/5/2017 | | | | | | | 15,625 | 1,230,313 | — | — | | | 7/10/2017 | | | | | | | 46,875 | 3,690,938 | — | — | | | 7/24/2014 | 700,000 | — | — | 40 | .47 | 7/24/2024 | | | | | | | 7/1/2013 | 700,000 | — | — | 30 | .11 | 7/1/2023 | | | | | | | 11/30/2012 | 200,000 | — | — | 32 | .18 | 11/30/2022 | | | | | | | 7/5/2012 | 700,000 | — | — | 29 | .72 | 7/5/2022 | | | | | | Dorian E. Daley | 8/4/2020 | | | | | | | 175,000 | 13,779,500 | — | — | | | 6/27/2019 | | | | | | | 127,500 | 10,039,350 | — | — | | | 6/27/2018 | | | | | | | 81,250 | 6,397,625 | — | — | | | 7/10/2017 | | | | | | | 40,625 | 3,198,813 | — | — | | | 6/30/2016 | 325,000 | — | — | 40 | .93 | 6/30/2026 | | | | | | | 7/2/2015 | 125,000 | — | — | 40 | .36 | 7/2/2025 | | | | |
Outstanding Equity Awards at Fiscal 2021 Year-End
| (1) All time-based stock options and RSUs vest or vested 25% per year over four years on each anniversary of the date of grant. |
Outstanding Equity Awards at Fiscal 2021 Year-End
| (2) The amounts in this column reflect unearned and unvested PSOs as of May 31, 2021. The PSOs are divided into seven equal tranches that are eligible to be earned based on the attainment of certain stock price, market capitalization and operational performance goals within eight fiscal years of the date of grant. The $80 stock price goal was satisfied and one tranche (1/7th) of the PSOs vested on June 30, 2021. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” on page 43 and “Executive Summary—Eight-Year Performance-Based Stock Options” on pages 39 and 40 for a discussion of the material features of these awards, including the vesting criteria. |
Outstanding Equity Awards at Fiscal 2021 Year-End
| (3) For Mr. Screven and Ms. Daley, this column reflects unvested RSUs, which vest in equal annual installments over four years. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Mr. Screven and Ms. Daley” on page 44 for a discussion of the material features of these awards, including the vesting criteria. |
Outstanding Equity Awards at Fiscal 2021 Year-End
| (4) Value calculated using the closing market price of Oracle common stock on May 28, 2021 ($78.74 per share). |
Option Exercises and Stock Vested During Fiscal 2021
Option Exercises and Stock Vested During Fiscal 2021 The following table provides information on our NEOs’ exercise of stock options and the vesting of our NEOs’ RSUs during fiscal 2021.
Option Exercises and Stock Vested During Fiscal 2021
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Lawrence J. Ellison | 18,500,000 | 674,133,655 | — | — | | Safra A. Catz | 7,250,000 | 228,909,461 | — | — | | Edward Screven | 1,400,000 | 52,261,580 | 153,125 | 16,844,500 (3) | | Dorian E. Daley | 312,500 | 7,094,196 | 144,063 | 7,953,209 |
Option Exercises and Stock Vested During Fiscal 2021
| (1) The value realized on exercise is calculated as the difference between the market price of Oracle common stock at the time of exercise and the applicable exercise price of the stock options multiplied by the number of exercised shares. |
Option Exercises and Stock Vested During Fiscal 2021
| (2) The value realized on vesting equals the closing market price of Oracle common stock on the vesting date multiplied by the number of vested shares. The value realized on vesting is not necessarily indicative of value actually received by the NEO, as the NEO may choose to hold (rather than sell) some or all of the shares acquired upon vesting. |
Option Exercises and Stock Vested During Fiscal 2021
| (3) Includes the value of the vested portions of RSU awards granted on September 5, 2017 and December 5, 2018 for which Mr. Screven elected to defer receipt under the RSU Deferred Compensation Plan. The value of the deferred RSUs realized on vesting is also reflected in the “Executive Contributions in FY 2021” column of the Fiscal 2021 Non-Qualified Deferred Compensation table below. The actual value of the RSUs realized upon settlement may be different than the value reflected in this table. |
Fiscal 2021 Non-Qualified Deferred Compensation
Fiscal 2021 Non-Qualified Deferred Compensation Our NEOs and certain other highly compensated employees are eligible to enroll in our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Typically, we have entered into an employment offer letter with each of our NEOs upon hire that provides the executive is employed “at will.” None of these employment offer letters with our NEOs provide for payments or benefits upon a termination of employment or in connection with a change in control of Oracle. Only the 2020 Equity Plan, the Prior Plan and the PSOs provide for payments upon a termination of employment or a change in control, as described below.
Directors
Directors The following directors are being nominated for election by our Board, including our CEO and our other executive officers on our Board:
Directors
| • | Jeffrey S. Berg |
Directors
| • | Michael J. Boskin |
Directors
| • | Safra A. Catz |
Directors
| • | Bruce R. Chizen |
Directors
| • | George H. Conrades |
Directors
| • | Lawrence J. Ellison |
Directors
| • | Rona A. Fairhead |
Directors
| • | Jeffrey O. Henley |
Directors
| • | Renée J. James |
Directors
| • | Charles W. Moorman IV |
Directors
| • | Leon E. Panetta |
Directors
| • | William G. Parrett |
Directors
| • | Naomi O. Seligman |
Directors
| • | Vishal Sikka |
Directors
For details regarding Board qualifications and the specific experiences, qualifications and skills of each of our director nominees, see “Board of Directors—Nominees for Directors” on page 10.