DEF 14A of Oracle Corp
Filed Sep 23, 2022 · FY20220001193125-22-250158
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
| AWO ABLO | | | Independent Director Director since 2022 Age: 50 | Ms. Ablo has served as the Executive Director, External Relations at the Tony Blair Institute for Global Change (the Institute), a global non-profit organization, since October 2017 and as an advisor to iceaddis, an Ethiopian innovation hub and technology startup incubator, since 2022. She previously served as Director, External Affairs at the Institute from March 2017 to October 2017. Previously, Ms. Ablo was Director of Development and External Relations for the Tony Blair Africa Governance Initiative from May 2016 to March 2017. She has also served on various advisory groups and committees, including the Chatham House Global Health Working Group. Qualifications: Ms. Ablo brings to the Board extensive experience collaborating with senior international government officials, including through her experience at the Institute and through her previous role with the BBC World Service Trust. She also offers valuable perspective on healthcare matters resulting from her past role at the International HIV/AIDS Alliance and her service on the Chatham House Global Health Working Group and other advisory groups and committees. Our Board benefits from Ms. Ablo’s insight into the unique perspectives and needs of our government and healthcare customers throughout the world. | | JEFFREY S. BERG | | | Independent Director Director since 1997 Age: 75 | 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. | | Board Committees: Independence (Chair), Finance and Audit, Governance | | | MICHAEL J. BOSKIN | | | Independent Director Director since 1994 Age: 76 | 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. | | Board Committees: Finance and Audit (Chair) | |
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
| SAFRA A. CATZ | | | Chief Executive Officer Director since 2001 Age: 60 | 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. Homeland Security Advisory Council. 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. |
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
| BRUCE R. CHIZEN | | | Independent Director Director since 2008 Age: 67 | 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 ChargePoint, Inc., Informatica Inc. and Synopsys, 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. | | Board Committees: Governance (Chair), Finance and Audit | |
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| GEORGE H. CONRADES | | | Independent Director Director since 2008 Age: 83 | 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 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. | | Board Committees: Compensation (Chair), Independence | |
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| LAWRENCE J. ELLISON | | | Chairman, Chief Technology Officer and Founder Director since 1977 Age: 78 | 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. In the last five years, he previously served 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 42.9% of the outstanding shares of our common stock (based on data available as of September 19, 2022), directly aligning his interests with those of our stockholders. | | RONA A. FAIRHEAD | | | Independent Director Director since 2019 Age: 61 | 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. Mrs. Fairhead serves as Chair of the Board of RS Group plc (previously Electrocomponents plc) and is a member of the U.K. House of Lords. In the last five years, she previously served as a director of PepsiCo, Inc. 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, RS Group 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. | | Board Committees: Finance and Audit | | | JEFFREY O. HENLEY | | | Vice Chairman Director since 1995 Age: 77 | 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. |
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| RENÉE J. JAMES | | | Non-Employee Director Director since 2015 Age: 58 | 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 a member and former 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 a member and former Chair of the National Security Telecommunications Advisory Committee to the President of the United States. |
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| CHARLES W. MOORMAN | | | Independent Director Director since 2018 Age: 70 | 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. | | Board Committees: Compensation, Independence | |
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| LEON E. PANETTA | | | Independent Director Director since 2015 Age: 84 | 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. | | Board Committees: Compensation, Governance | |
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| WILLIAM G. PARRETT | | | Independent Director Director since 2018 Age: 77 | 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, 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. | | Board Committees: Governance | |
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| NAOMI O. SELIGMAN | | | Independent Director Director since 2005 Age: 84 | 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. | | Board Committees: Compensation (Vice Chair) | |
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| VISHAL SIKKA | | | Non-Employee Director Director since 2019 Age: 55 | 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 as a director of GSK plc and on the Supervisory Board of BMW Group. Dr. Sikka also serves 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. |
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| • | review and approve non-employee director compensation, subject to ratification by the Board; |
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| Director Compensation |
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| ü Initial and annual equity awards capped at a maximum dollar value | ü Emphasis on equity to align director compensation with our stockholders’ long-term interests | | ü No committee chair equity awards | ü No per-meeting fees | | ü Stockholder-approved limits on equity awards | ü No performance-based equity awards | | ü Robust stock ownership guidelines (see page 26 for details) | ü No retirement benefits or perquisites |
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| Ø | Fiscal 2022 Director Compensation Table |
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards (2) (3) ($) | All Other Compensation ($) | Total ($) | | Awo Ablo (1) | 10,129 | 401,305 | — | 411,434 | | Jeffrey S. Berg | 122,500 | 343,880 | — | 466,380 | | Michael J. Boskin | 102,500 | 343,880 | — | 446,380 | | Bruce R. Chizen | 107,500 | 343,880 | — | 451,380 | | George H. Conrades | 117,500 | 343,880 | — | 461,380 | | Rona A. Fairhead | 77,500 | 343,880 | — | 421,380 | | Renée J. James | 52,500 | 343,880 | — | 396,380 | | Charles W. Moorman | 92,500 | 343,880 | — | 436,380 | | Leon E. Panetta | 92,500 | 343,880 | — | 436,380 | | William G. Parrett | 67,500 | 343,880 | — | 411,380 | | Naomi O. Seligman | 77,500 | 343,880 | — | 421,380 | | Vishal Sikka | 52,500 | 343,880 | — | 396,380 |
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| Ms. Ablo joined the Board on March 22, 2022, and her fiscal 2022 cash compensation was prorated accordingly. As a new director, in accordance with the Directors’ Stock Plan, Ms. Ablo received two equity grants during fiscal 2022: an initial one-time prorated equity grant of 713 RSUs on the effective date of her appointment, and the annual grant received by all non-employee directors on May 31, 2022.(1) |
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| • | director compensation; |
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| • | 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. |
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| • | 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. |
Each Element of the Program is Closely Linked to Our Business Objectives
| Compensation Element | Designed to Reward | Relationship to Business Objectives | At-Risk | | 1. Long-Term Incentive Compensation (page 40) | • Success in achieving sustainable long-term results | • Align our NEOs’ interests with long-term stockholder interests to increase overall stockholder value • Motivate and reward our NEOs for achieving sustainable long-term results • Attract and retain talented NEOs in a competitive market for talent | | | 2. Annual Cash Bonus (page 42) | • Success in achieving annual financial results | • Motivate and reward our NEOs for achieving or exceeding annual financial performance goals • Share incremental profits earned by Oracle with our NEOs | | | 3. Base Salary (page 43) | • Experience, knowledge of the industry, duties and scope of responsibility | • Provide a minimum, fixed level of cash compensation to attract and retain talented NEOs who can successfully design and execute our business strategy | |
Each Element of the Program is Closely Linked to Our Business Objectives
1. Long-Term Incentive Compensation Our philosophy with regard to granting long-term incentive compensation is to:
Each Element of the Program is Closely Linked to Our Business Objectives
| • | be sensitive to the overall number and value of shares of Oracle common stock underlying the equity awards granted; |
Each Element of the Program is Closely Linked to Our Business Objectives
| • | effectively manage the overall net dilution resulting from our use of equity as a compensation tool, by granting equity awards to a relatively small number of employees, with a focus on our senior executive officers, engineers and high performers in other areas of our business; and |
Long-Term Incentive Compensation—Mr. Ellison and Ms. Catz
Long-Term Incentive Compensation—Mr. Ellison and Ms. Catz In July 2017, the Compensation Committee granted each of Mr. Ellison and Ms. Catz an equity award consisting entirely of PSOs that may be earned only upon the attainment of stock price, market capitalization and operational performance goals. Due to the rigor and long-term nature of the underlying performance goals, none of the goals were achieved until June 2021. In fiscal 2022, the Compensation Committee did not grant any equity awards to Mr. Ellison or Ms. Catz. No equity awards have been granted to Mr. Ellison and Ms. Catz since the PSOs were granted in fiscal 2018. The Compensation Committee intends to honor its original commitment to our stockholders and does not expect to grant any equity awards to Mr. Ellison or Ms. Catz during the eight-year performance period of the PSOs. In June 2021, the Compensation Committee extended the PSO performance period by three fiscal years from May 31, 2022 to May 31, 2025. No modifications were made to any of the other existing terms applicable to the outstanding PSOs, including the goals and the expiration date of the PSOs. The accounting value of the modified PSOs is reported in the SCT as fiscal 2022 compensation. However, this amount does not reflect the actual amount, if any, that Mr. Ellison or Ms. Catz will realize from the unvested PSOs. The reported amount is equal to the fair value of the modified PSOs as of the modification date and it represents the full value of the as-modified award over the 8-year PSO performance period. On June 30, 2021, the Compensation Committee certified that the $80 stock price goal was achieved and 2,500,000 PSOs vested for each of Mr. Ellison and Ms. Catz. Oracle’s market capitalization increased by more than $50 billion compared to the baseline market capitalization during fiscal 2021 and fiscal 2022, thereby satisfying the first three of the market capitalization goals. However, no operational performance goals have yet been satisfied, and therefore, no additional tranches of the PSOs have vested. Long-term incentive compensation for these NEOs is 100% performance-based. The PSOs will be earned only if Oracle both significantly grows its cloud business and increases its market capitalization by May 31, 2025. Following the extension of the end of the PSO performance period from May 31, 2022 to May 31, 2025, the PSOs are intended to represent eight years of long-term incentive compensation for each of Mr. Ellison and Ms. Catz. The accounting value of the modified PSOs as of the PSO modification date is reflected in the SCT and represents the full value of the as-modified award over the 8-year performance period. The annualized value of the modified PSOs is approximately $16.2 million per year for each of Mr. Ellison and Ms. Catz over the eight-year performance period. The Compensation Committee was advised by its independent compensation consultant that this annualized amount is below the median equity compensation paid to the CEOs of Oracle’s peers. Performance measured against the goals is evaluated annually. See pages 36 and 37 above for a description of these awards.
Long-Term Equity Compensation—Mr. Screven and Ms. Daley
Long-Term Equity Compensation—Mr. Screven and Ms. Daley In fiscal 2022, Mr. Screven and Ms. Daley received long-term equity compensation in the form of RSUs that vest in equal annual installments over four years from the date of grant. The Compensation Committee believes that RSUs serve as an effective performance incentive because they become more valuable as our stock price increases (which benefits all stockholders) and fully vest only if the recipient remains employed through the final vesting date. Because RSUs have value to the recipient even in the absence of stock price appreciation, RSUs help retain and incentivize employees during periods of market volatility, and result in Oracle granting fewer shares of common stock than through stock options of equivalent grant date fair value.
Long-Term Equity Compensation—Mr. Screven and Ms. Daley
| • | Mr. Screven received an annual award of 200,000 RSUs in fiscal 2022 |
Long-Term Equity Compensation—Mr. Screven and Ms. Daley
| • | Ms. Daley received an annual award of 150,000 RSUs in fiscal 2022 |
Long-Term Equity Compensation—Mr. Screven and Ms. Daley
Long-term incentive compensation for these executive officers is 100% time-based. In determining the long-term incentive compensation to be awarded to Mr. Screven and Ms. Daley, the Compensation Committee desired to provide strong retention incentives with upside tied to stockholder returns. The Compensation Committee considered the critical nature of the roles that Mr. Screven and Ms. Daley perform, their performance in such roles, and the fact that neither oversees revenue-generating lines of business but instead both have material duties that include compliance matters: Mr. Screven oversees Oracle’s security compliance and Ms. Daley oversees legal compliance. The Compensation Committee believed that awarding performance-based long-term incentive compensation to these particular executive officers could have created undesirable incentives.
Equity Awards and Grant Administration
Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of the 2020 Amended and Restated Equity Incentive Plan (the 2020 Equity Plan) and the Directors’ Stock Plan. The Compensation Committee, among other things:
Equity Awards and Grant Administration
| • | selects award recipients under the 2020 Equity Plan, |
Equity Awards and Grant Administration
| • | approves the form of grant agreements, |
Equity Awards and Grant Administration
| • | determines the terms and restrictions applicable to the equity awards, and |
Equity Awards and Grant Administration
| • | adopts sub-plans for particular subsidiaries or locations. |
Equity Awards and Grant Administration
The Board has delegated to a separate committee comprised of executive officers an annual equity award budget for equity award grants to certain employees. Among other limitations, the executive officer committee cannot grant equity to non-employees or to certain executives. Equity awards approved by either the Compensation Committee or the executive officer committee during a calendar month are typically granted together on a pre-established day of the following month. The Compensation Committee and F&A Committee also monitor the dilution and “overhang” effects of our outstanding equity awards in relation to the total number of outstanding shares of Oracle common stock. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates. 2. Annual Cash Bonus
Performance-Based Cash Bonuses under the Executive Bonus Plan
Performance-Based Cash Bonuses under the Executive Bonus Plan Our stockholder-approved Executive Bonus Plan is intended to motivate our senior executive officers by rewarding them when our annual financial performance objectives are met or exceeded. Under the Executive Bonus Plan, the Compensation Committee assigns each participant an annual target cash bonus opportunity and establishes the financial performance metric or metrics that must be achieved before an award will be paid to the participant for the year. The Compensation Committee selected year-over-year growth in our non-GAAP operating income as the financial performance metric for determining our NEOs’ bonuses for fiscal 2022 (other than for Ms. Daley whose bonus arrangement is described below). The Compensation Committee selected non-GAAP operating income growth in part because it is the metric that funds our discretionary corporate bonus plan for all eligible employees (including Ms. Daley). The Compensation Committee believes this alignment in bonus metrics is advantageous because it ensures all NEOs are working towards a common goal. Additionally, management regularly uses this metric internally to understand, manage and evaluate our business performance and make operating decisions with a view to the creation of stockholder value. Furthermore, as a measure of profitability, this metric requires our NEOs to manage multiple variables (i.e., revenues and operating expenses) in achieving the goal of growing our non-GAAP operating income, which the Board believes to be an important measure of Oracle’s financial performance and value creation for our stockholders, and does not penalize our senior executives for the impact of items not directly related to our core business operation. Under the bonus formula, if Oracle’s non-GAAP operating income does not grow year-over-year, then our NEOs will not receive any bonuses under the Executive Bonus Plan even if Oracle has been profitable. The Compensation Committee has discretion to reduce or eliminate but not increase the award determined by the bonus formula. For fiscal 2022, the maximum amount that could be earned was capped at 200% of the target awards. Between fiscal 2021 and fiscal 2022, our non-GAAP operating income grew by approximately $600 million. Non-GAAP operating income as defined under the Executive Bonus Plan for fiscal 2022 reflects adjustments based on stock-based compensation expenses, amortization of intangible assets, acquisition related and other expenses and restructuring expenses. For additional explanations of our non-GAAP measures, see our Current Report on Form 8-K filed with the SEC on June 13, 2022. Based on the growth of our non-GAAP operating income and the bonus plan formula approved by the Compensation Committee, Mr. Ellison and Ms. Catz each received a bonus of $7,799,355 (156% of the target amount) and Mr. Screven received a bonus of $3,899,678 (156% of the target amount).
Cash Bonus Opportunity for Ms. Daley
Cash Bonus Opportunity for Ms. Daley As Executive Vice President and General Counsel, Ms. Daley oversees all legal matters at Oracle and manages a large-scale multinational legal team. Because Ms. Daley is not directly responsible for Oracle’s financial performance, the Compensation Committee determined that it was inappropriate for Ms. Daley to participate in the Executive Bonus Plan described above. At the beginning of fiscal 2022, the Compensation Committee set a target bonus opportunity of $750,000 for Ms. Daley, subject to a $1,500,000 cap, based on, among other things, an assessment of Ms. Daley’s performance of her role and responsibilities, competitive pay data drawn from the companies in our compensation peer group, input from its independent compensation consultant and the recommendation of our CEO. After fiscal 2022 year end, the Compensation Committee granted Ms. Daley a bonus of $1,000,000 (133% of target) in recognition of Ms. Daley’s significant contributions to Oracle’s legal strategy and successes. Ms. Daley’s bonus was paid above target based on Oracle’s overall financial performance in fiscal 2022. Discretionary bonuses were paid to eligible employees company-wide following fiscal year end due to our strong financial performance in fiscal 2022. 3. Base Salary, Perquisites and Other Personal Benefits
Pension Benefits or Supplemental Retirement Benefits
Pension Benefits or Supplemental Retirement Benefits During fiscal 2022, 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 2022 Non-Qualified Deferred Compensation Table” beginning on page 53.
Severance, Change in Control and Death Benefits
Severance, Change in Control and Death Benefits Each of our NEOs is employed “at will.” None of our NEOs has an employment agreement with Oracle that provides for payments or benefits in the event of a termination of employment or in connection with a change in control of Oracle. If Oracle is acquired, all RSUs and time-based stock options granted to our employees (including our NEOs) under the 2020 Equity Plan and the Amended and Restated 2000 Long-Term Equity Incentive Plan (the Prior Plan) will become fully vested if (1) the equity awards are not assumed or (2) the equity awards are assumed and the holder’s employment is terminated without cause within 12 months after the acquisition. The vesting acceleration provisions apply to all employees who receive or have received equity awards under the 2020 Equity Plan and/or the Prior Plan and they are not subject to any other material conditions or obligations. Pursuant to the terms of the PSO grant agreements, in the event of a change in control of Oracle, any unvested tranches subject to market capitalization goals and operational performance goals will be earned only to the extent any unmatched market capitalization goals have been met on or before the trading date immediately prior to the change in control. In addition, if any employee of Oracle dies while employed by Oracle, Oracle’s standard forms of RSU grant agreement under the 2020 Equity Plan and the Prior Plan provide for one additional tranche of vesting of RSUs for all grantees, including executives. Pursuant to the terms of the PSO grant agreements, upon the applicable NEO’s death, his or her unvested PSOs remain outstanding and eligible to vest through the next vesting measurement date following his or her death. The Prior Plan also provided for two additional tranches of vesting of time-based stock options upon a grantee’s death, including executives.
Factors Considered in Setting Fiscal 2022 Compensation for Our NEOs
| • | the appropriate mix of compensation (i.e., short-term versus long-term, fixed versus variable) for each NEO; and |
Fiscal 2022 Compensation for Mr. Ellison, Chairman and CTO
| Long-Term Incentive Compensation | None granted; One tranche of PSOs vested on June 30, 2021 upon achievement of the $80 stock price goal; PSO performance period extended to eight years | | Performance-Based Cash Bonus | A cash bonus opportunity under the Executive Bonus Plan based on the growth in our non-GAAP operating income amount over the preceding fiscal year multiplied by 1.3158% Mr. Ellison received a bonus payment of $7,799,355 | | Annual Base Salary | $1 (unchanged since fiscal 2011) |
Fiscal 2022 Compensation for Ms. Catz, CEO
| Long-Term Incentive Compensation | None granted; One tranche of PSOs vested on June 30, 2021 upon achievement of the $80 stock price goal; PSO performance period extended to eight years | | Performance-Based Cash Bonus | A cash bonus opportunity under the Executive Bonus Plan based on the growth in our non-GAAP operating income amount over the preceding fiscal year multiplied by 1.3158% Ms. Catz received a bonus payment of $7,799,355 | | Annual Base Salary | $950,000 (unchanged since fiscal 2012) |
Fiscal 2022 Compensation for Mr. Screven, Executive Vice President, Chief Corporate Architect
| Long-Term Incentive Compensation | An annual award of 200,000 RSUs | | Performance-Based Cash Bonus | A cash bonus opportunity under the Executive Bonus Plan based on the growth in our non-GAAP operating income amount over the preceding fiscal year multiplied by 0.6579% Mr. Screven received a bonus payment of $3,899,678 | | Annual Base Salary | $900,000 |
Fiscal 2022 Compensation for Ms. Daley, Executive Vice President and General Counsel
| Long-Term Incentive Compensation | An annual award of 150,000 RSUs | | Cash Bonus | A target cash bonus opportunity of $750,000, subject to a $1,500,000 cap Ms. Daley received a bonus payment of $1,000,000 | | Annual Base Salary | $890,000 |
Compensation Consultant
Compensation Consultant The Compensation Committee selected and directly engaged Compensia, Inc. (Compensia), a national compensation consulting firm, as its compensation advisor for fiscal 2022 to provide analysis and market data on executive and director compensation matters, both generally and within our industry. Compensia advised the Compensation Committee on potential replacement equity compensation programs and factors to consider when modifying the PSOs. Compensia also assisted the Compensation Committee with a comparison of our non-employee director compensation policies and practices and our executive compensation policies and practices against a group of peer companies (as determined and identified below) and with reviewing the annual risk assessment of our compensation policies and practices applicable to our NEOs and other employees. Compensia did not determine or recommend any amounts or levels of our executive compensation for fiscal 2022. The Compensation Committee recognizes that it is essential to receive objective advice from its external advisors. Consequently, the Compensation Committee is solely responsible for retaining and terminating Compensia. Compensia reports directly to the Compensation Committee and Compensia did not provide any other services to Oracle during fiscal 2022. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.
Peer Company Executive Compensation Comparison
Peer Company Executive Compensation Comparison The Compensation Committee, in consultation with Compensia, annually establishes a group of peer companies, which are generally in the technology sector, for comparative purposes based on a number of factors, including:
Peer Company Executive Compensation Comparison
| • | their size and complexity; |
Peer Company Executive Compensation Comparison
| • | their market capitalization; |
Peer Company Executive Compensation Comparison
| • | their competition with us for talent; |
Peer Company Executive Compensation Comparison
| • | the nature of their businesses; |
Peer Company Executive Compensation Comparison
| • | the industries and regions in which they operate; and |
Peer Company Executive Compensation Comparison
| • | the structure of their executive compensation programs (including the extent to which they rely on annual bonuses and other forms of variable, performance-based incentive compensation) and the availability of information about these programs. |
Peer Company Executive Compensation Comparison
For fiscal 2022, the companies comprising the compensation peer group consisted of:
Peer Company Executive Compensation Comparison
| Accenture plc | Hewlett-Packard Enterprise Company | QUALCOMM Incorporated | | Alphabet Inc. | Intel Corporation | salesforce.com, inc. | | Amazon.com, Inc. | International Business Machines Corporation | SAP SE | | Apple Inc. | Meta Platforms, Inc. | | | Cisco Systems, Inc. | Microsoft Corporation | |
Peer Company Executive Compensation Comparison
In determining fiscal 2022 executive compensation, the Compensation Committee considered, among other factors, executive pay information drawn from this group of peer companies for comparative purposes. However, the Compensation Committee did not use such information to tie any executive’s individual compensation to specific target percentiles.
Risk Assessment of Our Executive Compensation Policies and Practices
| • | All annual performance-based cash bonuses are subject to a specified dollar cap that limits the maximum amount payable to an NEO and may be decreased in the Compensation Committee’s discretion, which protects against an NEO receiving a windfall or disproportionately large bonus relative to the Compensation Committee’s assessment of our actual financial performance. The cash bonus Ms. Daley was eligible to earn was also subject to a specified dollar cap set by the Compensation Committee at the beginning of each fiscal year. |
Risk Assessment of Our Executive Compensation Policies and Practices
| • | The financial metric used in the Executive Bonus Plan for Mr. Ellison, Ms. Catz and Mr. Screven is year-over-year growth in Oracle’s non-GAAP operating income. The Compensation Committee selected non-GAAP operating |
Risk Assessment of Our Executive Compensation Policies and Practices
| income growth in part because it is the metric that funds our discretionary corporate bonus plan for all eligible employees (including Ms. Daley). The Compensation Committee believes this alignment in bonus metrics is advantageous because it ensures all NEOs are working towards a common goal. Additionally, our management regularly uses this metric to understand, manage and evaluate our business and make operating decisions. Using this metric for the annual performance-based cash bonus opportunities further aligns these NEOs’ interests with our business goals. |
Risk Assessment of Our Executive Compensation Policies and Practices
| • | We maintain a compensation recovery (clawback) policy that allows us to recover or cancel any cash bonuses paid that are awarded as a result of achieving financial performance goals that are not met under any restated financial results. |
Risk Assessment of Our Executive Compensation Policies and Practices
| • | Each of our senior officers is subject to robust stock ownership requirements described in “Corporate Governance—Stock Ownership Guidelines for Directors and Senior Officers” on page 26. Our senior officers would experience significant lost value in their holdings of Oracle common stock and potentially all of the value of their Oracle stock options and other equity awards if our stock price suffered an extended decline due to inappropriate or unnecessary risk taking. |
Tax and Accounting Considerations
Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. The Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, including grandfathering rules that apply to certain arrangements that were in effect in November 2017, such as the PSOs. However, the Compensation Committee retains the discretion to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives. Accounting considerations also play a role in the design of our executive compensation program. Accounting rules require us to expense the grant date fair values of our equity awards (that is, the value of our equity awards based on U.S. generally accepted accounting principles (GAAP)), which reduces the amount of our reported profits under U.S. GAAP. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the number, share amounts and the fair values of the equity awards that are granted each year.
Fiscal 2022 Summary Compensation Table
Fiscal 2022 Summary Compensation Table The following table provides summary information concerning cash, equity and other compensation awarded to, earned by or paid to our NEOs in fiscal 2022, 2021 and 2020.
Fiscal 2022 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | Lawrence J. Ellison | 2022 | 1 | — | — | 129,275,000 | 7,799,355 | 1,577,707 | 138,652,063 | | Chairman and Chief Technology Officer | 2021 | 1 | — | — | — | 9,584,656 | 2,189,131 | 11,773,788 | | | 2020 | 1 | — | — | — | — | 1,716,114 | 1,716,115 | | Safra A. Catz | 2022 | 950,000 | — | — | 129,275,000 | 7,799,355 | 167,677 | 138,192,032 | | Chief Executive Officer* | 2021 | 950,000 | — | — | — | 9,584,656 | 96,567 | 10,631,223 | | | 2020 | 950,000 | — | — | — | — | 14,055 | 964,055 | | Edward Screven | 2022 | 883,333 | — | 17,312,000 | — | 3,899,678 | 8,277 | 22,103,288 | | EVP, Chief Corporate Architect | 2021 | 800,000 | — | 10,722,000 | — | 1,916,931 | 5,951 | 13,444,882 | | | 2020 | 800,000 | — | — | — | — | 6,555 | 806,555 | | Dorian E. Daley | 2022 | 887,500 | 1,000,000 | 12,984,000 | — | — | 8,142 | 14,879,642 | | EVP and General Counsel | 2021 | 875,000 | 1,000,000 | 9,381,750 | — | — | 8,276 | 11,265,026 | | | 2020 | 875,000 | — | 9,256,500 | — | — | 8,422 | 10,139,922 |
Fiscal 2022 Summary Compensation Table
| Ms. Catz also serves as our principal financial officer.* |
Fiscal 2022 Summary Compensation Table
| 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 12 to our Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2022. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Long-Term Equity Compensation—Mr. Screven and Ms. Daley” on page 41 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 these awards.(1) |
Fiscal 2022 Summary Compensation Table
| The amounts reported in this column for Mr. Ellison and Ms. Catz for fiscal 2022 represent the fair values of the PSOs as of the date of the modification to extend the performance period through May 31, 2025, computed in accordance with FASB ASC 718, and valued based on the probability of achievement of the performance goals as measured at the time of the modification. The reported amount is equal to the fair value of the modified PSOs as of the modification date and it represents the full value of the as-modified award over the 8-year PSO performance period. Assuming maximum achievement of the performance goals, the fair value of the PSOs as of the date of the modification would be approximately $330 million each for Mr. Ellison and Ms. Catz. We estimated the fair values of the PSOs modified during fiscal 2022 using a Monte Carlo simulation approach as of the modification date with the following assumptions: a risk-free interest rate of 0.68%, an expected term of 4 years, an expected volatility of 25.48% and a dividend yield of 1.64%. See “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Incentive Compensation” beginning on page 40 for a discussion of these awards. The amounts reported do not reflect whether Mr. Ellison or Ms. Catz have actually realized or will realize an economic benefit from these awards.(2) |
Fiscal 2022 Summary Compensation Table
| For fiscal 2022, the amounts reported in this column include:(3) |
Fiscal 2022 Summary Compensation Table
| Company matching contributions under our 401(k) Plan of $5,250 for Mr. Screven and $5,100 for each of the other NEOs. 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.(a) |
Fiscal 2022 Summary Compensation Table
| 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, $9,546 for Ms. Catz, $2,873 for Mr. Screven and $2,888 for Ms. Daley. All Oracle employees are eligible to receive flexible credits.(b) |
Fiscal 2022 Summary Compensation Table
| Security-related costs and expenses of $1,564,394 for Mr. Ellison’s residence and $152,877 for Ms. Catz’s residence. As described in “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Base Salary, Perquisites and Other Personal Benefits—Limited Perquisites and Other Personal Benefits—Residential Security” on page 43, the Board has established a residential security program for the protection of our most senior executives. We believe these security costs and expenses are necessary and appropriate business expenses.(c) |
Fiscal 2022 Summary Compensation Table
| Legal counsel fees of $7,565 for Mr. Ellison and $154 for each of Ms. Catz, Mr. Screven and Ms. Daley. We hire legal counsel to assist our executives with complying with reporting obligations under applicable laws in connection with their personal political campaign contributions.(d) |
Fiscal 2022 Summary Compensation Table
| We permit our NEOs to be accompanied by guests on private aircraft leased or owned by Oracle, which are expected to be used for business travel. This may be deemed to be a “personal benefit” for our NEOs although we believe there was no aggregate incremental cost to us during fiscal 2022. This use in fiscal 2022 did not result in a loss of a corporate income tax deduction.(e) |
Grants of Plan-Based Awards During Fiscal 2022 Table
Grants of Plan-Based Awards During Fiscal 2022 Table The following table shows equity and non-equity awards granted to our NEOs during fiscal 2022. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2022 Year-End Table.
Grants of Plan-Based Awards During Fiscal 2022 Table
| | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (4) ($) | | Name | Grant Date | Award Type | Threshold ($) | Target (1) ($) | Maximum (1) ($) | Threshold (#) | Target (2) (#) | Maximum (#) | | | | | Lawrence J. Ellison | 6/30/2021 | PSOs | | | | — | 17,500,000 | — | | 51.13 | 129,275,000 | | | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | | | | | Safra A. Catz | 6/30/2021 | PSOs | | | | — | 17,500,000 | — | | 51.13 | 129,275,000 | | | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | | | | | Edward Screven | 8/3/2021 | RSUs | | | | | | | 200,000 | | 17,312,000 | | | | Cash Bonus | — | 2,500,000 | 5,000,000 | | | | | | | | Dorian E. Daley | 8/3/2021 | RSUs | | | | | | | 150,000 | | 12,984,000 |
Grants of Plan-Based Awards During Fiscal 2022 Table
| 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 2022 under the Executive Bonus Plan was $7,799,355 each for Mr. Ellison and Ms. Catz, and $3,899,678 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 Bonus” beginning on page 42 for a discussion of the material features of the Executive Bonus Plan for fiscal 2022.(1) |
Grants of Plan-Based Awards During Fiscal 2022 Table
| The PSOs reported in this column were originally granted to Mr. Ellison and Ms. Catz in fiscal 2018 and were modified in fiscal 2022 to extend the end of the PSO performance period from May 31, 2022 to May 31, 2025. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” beginning on page 40 for a discussion of the material features of these awards.(2) |
Grants of Plan-Based Awards During Fiscal 2022 Table
| The RSUs reported in this column were granted under the 2020 Equity Plan. The RSUs vest 25% per year over four years on the anniversary of the date of grant.(3) |
Grants of Plan-Based Awards During Fiscal 2022 Table
| The amounts reported in this column for Mr. Ellison and Ms. Catz represent the fair values of the PSOs as of the date of the modification to extend the performance period through May 31, 2025, computed in accordance with FASB ASC 718, and valued based on the probability of achievement of the performance goals as measured at the time of the modification. We estimated the fair values of the PSOs modified during fiscal 2022 using a Monte Carlo simulation approach as of the modification date with the following assumptions: a risk-free interest rate of 0.68%, an expected term of 4 years, an expected volatility of 25.48% and a dividend yield of 1.64%. The amounts reported do not reflect whether Mr. Ellison or Ms. Catz have actually realized or will realize an economic benefit from these awards.(4) |
Outstanding Equity Awards at Fiscal 2022 Year-End Table
Outstanding Equity Awards at Fiscal 2022 Year-End Table The following table provides information on the outstanding PSOs, RSUs and time-based stock options held by our NEOs as of May 31, 2022.
Outstanding Equity Awards at Fiscal 2022 Year-End Table
| | | 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 | 2,500,000 | — | 15,000,000 | 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 | 2,500,000 | — | 15,000,000 | 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 | 8/3/2021 | | | | | | 200,000 | 14,384,000 | — | — | | | 8/4/2020 | | | | | | 150,000 | 10,788,000 | — | — | | | 12/5/2018 | | | | | | 125,000 | 8,990,000 | — | — | | | 6/27/2018 | | | | | | 62,500 | 4,495,000 | — | — | | | 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. | 8/3/2021 | | | | | | 150,000 | 10,788,000 | — | — | | Daley | 8/4/2020 | | | | | | 131,250 | 9,439,500 | — | — | | | 6/27/2019 | | | | | | 85,000 | 6,113,200 | — | — | | | 6/27/2018 | | | | | | 40,625 | 2,921,750 | — | — |
Outstanding Equity Awards at Fiscal 2022 Year-End Table
| All time-based stock options and RSUs vest or vested 25% per year over four years on each anniversary of the date of grant.(1) |
Outstanding Equity Awards at Fiscal 2022 Year-End Table
| The amounts in this column reflect unearned and unvested PSOs as of May 31, 2022. 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 (1/7(th)) of the PSOs vested on June 30, 2021. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” beginning on page 40 and “Compensation Discussion and Analysis—Executive Summary—Eight-Year Performance-Based Stock Options” on pages 36 and 37 for a discussion of the material features of these awards, including the vesting criteria.(2) |
Outstanding Equity Awards at Fiscal 2022 Year-End Table
| For Mr. Screven, this column reflects unvested RSUs, which vest in equal annual installments over four years. Ms. Daley’s unvested RSUs will be forfeited upon her retirement. See “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Long-Term Equity Compensation—Mr. Screven and Ms. Daley” on page 41 for a discussion of the material features of these awards, including the vesting criteria.(3) |
Outstanding Equity Awards at Fiscal 2022 Year-End Table
| Value calculated using the closing market price of Oracle common stock on May 31, 2022 ($71.92 per share).(4) |
Option Exercises and Stock Vested During Fiscal 2022 Table
Option Exercises and Stock Vested During Fiscal 2022 Table The following table provides information on our NEOs’ exercise of stock options and the vesting of our NEOs’ RSUs during fiscal 2022.
Option Exercises and Stock Vested During Fiscal 2022 Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Lawrence J. Ellison | — | — | — | — | | Safra A. Catz | — | — | — | — | | Edward Screven | — | — | 159,375 | 25,940,750 (3) | | Dorian E. Daley | 450,000 | 18,782,790 | 167,500 | 14,013,363 |
Option Exercises and Stock Vested During Fiscal 2022 Table
| 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. 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 exercise.(1) |
Option Exercises and Stock Vested During Fiscal 2022 Table
| 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.(2) |
Option Exercises and Stock Vested During Fiscal 2022 Table
| 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 2022” column of the Fiscal 2022 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.(3) |
Fiscal 2022 Non-Qualified Deferred Compensation Table
Fiscal 2022 Non-Qualified Deferred Compensation Table Our NEOs and certain other highly compensated employees are eligible to enroll in our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan.
RSU Deferred Compensation Plan
RSU Deferred Compensation Plan Under the RSU Deferred Compensation Plan, employees may elect to defer the receipt of either 0% or 100% of their earned and vested RSUs and thereby defer taxation of the awards. Participants may elect to defer receipt for five or ten years from the grant date of the award, or until termination of employment, subject to earlier payment in the event of death and certain other circumstances. Distributions may be made, at the participant’s option, in a lump sum payment or in installments over a period of five or ten years. Dividend equivalents are credited to participants’ accounts after deferred RSUs have vested. The table below provides information on the non-qualified deferred compensation of our NEOs in fiscal 2022.
RSU Deferred Compensation Plan
| Name | Executive Contributions in FY 2022 ($) | Registrant Contributions in FY 2022 ($) | Aggregate Earnings in FY 2022 ($) (1) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at FY 2022-end ($) | | Lawrence J. Ellison Cash Deferred Compensation (2) | — | — | (3,817,418) | — | 38,864,014 | | Safra A. Catz | — | — | — | — | — | | Edward Screven | | | | | | | Cash Deferred Compensation (3) | 2,364,719 | — | (644,321) | — | 5,759,661 | | RSU Deferred Compensation (4) | 12,436,250 | — | (3,978,191) | — | 32,279,399 | | Dorian E. Daley | — | — | — | — | — |
RSU Deferred Compensation Plan
| The amounts shown in the “Aggregate Earnings in FY 2022” column are not included in the SCT for fiscal 2022 because such earnings were not preferential or above-market.(1) |
RSU Deferred Compensation Plan
| Mr. Ellison is not currently eligible to participate in the Cash Deferred Compensation Plan or the RSU Deferred Compensation Plan because his base salary is $1. Amounts shown for Mr. Ellison relate to contributions made when he was eligible to participate in the Cash Deferred Compensation Plan.(2) |
RSU Deferred Compensation Plan
| Mr. Screven participates in the Cash Deferred Compensation Plan. The amount shown in the “Executive Contributions in FY 2022” column represents a portion of the base salary reported for Mr. Screven in the SCT for fiscal 2022. The amount shown in the “Aggregate Balance at FY 2022-end” column for Mr. Screven includes $704,000 reported in the SCT for fiscal 2021, $587,917 that was previously reported in the SCT for fiscal 2019 and $328,000 that was previously reported in the SCT for fiscal 2018.(3) |
RSU Deferred Compensation Plan
| Mr. Screven deferred receipt of RSU awards granted on September 5, 2017 and December 5, 2018 under the RSU Deferred Compensation Plan. All contributions shown are attributable to the value of 140,625 deferred RSUs realized on vesting in fiscal 2022. All earnings shown are attributable to credited dividend equivalents and a decrease in our stock price as measured on May 31, 2022. No amounts shown were reported in the SCT compensation for fiscal 2022. The grant date fair value of Mr. Screven’s deferred RSU award granted on September 5, 2017 ($2,961,875) was previously reported in the SCT for fiscal 2018. The grant date fair value of Mr. Screven’s deferred RSU award granted on December 5, 2018 ($23,050,000) was previously reported in the SCT for fiscal 2019.(4) |
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 acceleration of equity awards upon a qualifying 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
| Awo Ablo | George H. Conrades | Charles W. Moorman | | Jeffrey S. Berg | Lawrence J. Ellison | Leon E. Panetta | | Michael J. Boskin | Rona A. Fairhead | William G. Parrett | | Safra A. Catz | Jeffrey O. Henley | Naomi O. Seligman | | Bruce R. Chizen | Renée J. James | 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 8.