DEF 14A of Oracle Corp, Sep 25, 2024

DEF 14A of Oracle Corp

Filed Sep 25, 2024 · FY20240001193125-24-226139

Open on EDGAR

  1. Nominees for Directors

    Nominees for Directors There are 13 director nominees, all of whom stood for election at our last annual meeting of stockholders. Two of our current non-independent directors, Renée J. James and Vishal Sikka, will not be standing for re-election at the Annual Meeting. We thank them for their service to Oracle. Following the Annual Meeting, the Board size will be reduced from 15 to 13 directors.

  2. Nominees for Directors

    | Ø | Director Qualifications |

  3. Nominees for Directors

    Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 23) 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 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 director nominees. As noted in our Corporate Governance Guidelines, the Governance Committee is committed to actively seeking directors who are diverse with respect to gender, race and ethnicity 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 institutional knowledge of and valuable insight into our 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 31 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.

  4. Nominees for Directors

    | 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. We believe 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. |

  5. Nominees for Directors

    | 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. |

  6. Nominees for Directors

    | 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. We also believe that is important to have directors with experience leading other large, complex organizations who can collaborate with and provide counsel to our executive management team. |

  7. Nominees for Directors

    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. The matrix below summarizes what our Board believes are desirable skills and experiences for director nominees in light of our current business strategy but does not encompass all skills and experiences of such director nominees. Each director nominee’s biography provides further details regarding each nominee’s specific qualifications.

  8. Nominees for Directors

    | Key Skills & Experience | Ellison | Catz | Henley | Ablo | Berg | Boskin | Chizen | Conrades | Fairhead | Moorman | Panetta | Parrett | Seligman | | Technology Industry | | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | | Strategic Transformation | | | | | | | | | | | | | | | Global Organizations | | | | | | | | | | | | | | | Long-term Growth Strategy | | | | | | | | | | | | | | | Healthcare Industry | | | | | | | | | | | | | | | Governmental Affairs and Regulation | | | | | | | | | | | | | | | Finance and Accounting | | | | | | | | | | | | | | | International Tax and Monetary Policy | | | | | | | | | | | | | | | Technological Innovation and IP | | | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | | | Executive Leadership and Talent Development | | | | | | | | | | | | | | | Former/current director at another public company | | | | | | | | | | | | | |

  9. Nominees for Directors

    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 16, 2024, the record date for the Annual Meeting.

  10. Nominees for Directors

    | AWO ABLO | | | Independent Director Director since 2022 Age: 52 | Ms. Ablo has served as the Executive Vice President, Strategy and Partnerships at the Tony Blair Institute for Global Change (the Institute), a global non-profit organization, since November 2022 and as an advisor to iceaddis, an Ethiopian innovation hub and technology startup incubator, since 2022. She previously served as the Executive Director, External Relations at the Institute from October 2017 to November 2022 and as the 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 perspectives and needs of our government and healthcare customers throughout the world. | | Board Committees: Governance | |

  11. Nominees for Directors

    | JEFFREY S. BERG | | | Independent Director Director since 1997 Age: 77 | Mr. Berg has been an agent, media executive and adviser in the entertainment industry for over 45 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 and the Court of Governors of the London School of Economics. 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 performing artists, writers, directors and production companies offers the Board a valuable perspective with respect to managing a global brand in rapidly changing industries and in management, compensation and operational matters. | | Board Committees: Finance and Audit, Independence (Chair) | |

  12. Nominees for Directors

    | MICHAEL J. BOSKIN | | | Independent Director Director since 1994 Age: 78 | 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. 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 valuable 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) | |

  13. Nominees for Directors

    | SAFRA A. CATZ | | | Chief Executive Officer Director since 2001 Age: 62 | 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. During the last five years, Ms. Catz previously served as a director of The Walt Disney Company. 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. |

  14. Nominees for Directors

    | BRUCE R. CHIZEN | | | Independent Director Director since 2008 Age: 69 | 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 and as a Strategic Advisor at Voyager Capital, a venture capital firm, since May 2023. Mr. Chizen previously served as a Venture Partner at Voyager Capital from July 2009 to May 2023. 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 Chair of both ChargePoint, Inc. and Informatica Inc. and as a director of 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 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: Finance and Audit, Governance (Chair) | |

  15. Nominees for Directors

    | GEORGE H. CONRADES | | | Lead Independent Director Director since 2008 Age: 85 | 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. During the last five years, Mr. Conrades previously served as a director of Cyclerion, Inc. 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 as well as matters related to human capital management and compensation. | | Board Committees: Compensation (Chair), Independence | |

  16. Nominees for Directors

    | LAWRENCE J. ELLISON | | | Chairman, Chief Technology Officer and Founder Director since 1977 Age: 80 | 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 45 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 41.6% of the outstanding shares of our common stock (based on data available as of September 16, 2024), directly aligning his interests with those of our stockholders. |

  17. Nominees for Directors

    | RONA A. FAIRHEAD | | | Independent Director Director since 2019 Age: 63 | 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 as Senior Independent Director of CVC Capital Partners 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 Limited, 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 brings 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 | |

  18. Nominees for Directors

    | JEFFREY O. HENLEY | | | Vice Chairman Director since 1995 Age: 79 | 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. |

  19. Nominees for Directors

    | CHARLES W. MOORMAN | | | Independent Director Director since 2018 Age: 72 | 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 | |

  20. Nominees for Directors

    | LEON E. PANETTA | | | Independent Director Director since 2015 Age: 86 | 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 U.S. 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 | |

  21. Nominees for Directors

    | WILLIAM G. PARRETT | | | Independent Director Director since 2018 Age: 79 | 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 Blackstone Inc. 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 | |

  22. Nominees for Directors

    | NAOMI O. SELIGMAN | | | Independent Director Director since 2005 Age: 86 | 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 as well as matters related to human capital management and compensation. The Board also benefits from Ms. Seligman’s strong 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) | |

  23. Nominees for Directors

    | Ø | Recommendations of Director Candidates |

  24. Nominees for Directors

    The Governance Committee will consider all properly submitted candidates recommended by stockholders for Board membership. Our Corporate Governance Guidelines (available on our website at www.oracle.com/goto/corpgov) set forth the Governance Committee’s policy regarding the consideration of all properly submitted candidates recommended by stockholders as well as candidates recommended by current Board members and others. Any stockholder wishing to recommend a candidate for consideration for nomination by the Governance Committee must provide written notice to the Corporate Secretary of Oracle by mail at Oracle Corporation, 2300 Oracle Way, Austin, Texas 78741 or by email (Corporate_Secretary@oracle.com) with a confirmation copy sent by mail to the address above. The written notice must include the candidate’s name, biographical data and qualifications and a written consent from the candidate agreeing to be named as a nominee and to serve as a director if nominated and elected. By following these procedures, a stockholder will have properly submitted a candidate for consideration. However, there is no guarantee that the candidate will be nominated. Potential director candidates are generally suggested to the Governance Committee by current Board members and stockholders and are evaluated at meetings of the Governance Committee. In evaluating such candidates, every effort is made to complement and strengthen skills within the existing Board. The Governance Committee seeks Board approval of the final candidates recommended by the Governance Committee. The same evaluation procedures apply to all candidates for director, whether submitted by stockholders or otherwise. Information regarding procedures for the stockholder submission of director nominations to be considered at our next annual meeting of stockholders may be found in “Corporate Governance—Proxy Access and Director Nominations” on page 24 and “Stockholder Proposals for the 2025 Annual Meeting” on page 80. Submissions must follow the requirements set forth in our Bylaws. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 (Exchange Act) no later than September 15, 2025. However, we note that this date does not supersede any of the requirements or timing set forth in our Bylaws.

  25. Committees, Membership and Meetings

    | • | review and approve non-employee director compensation, subject to ratification by the Board; |

  26. Director Compensation

    Director Compensation

  27. Director Compensation

    | Ø | Highlights |

  28. Director Compensation

    | | 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 28 for details) | | No retirement benefits or perquisites |

  29. Director Compensation

    | Ø | Overview |

  30. Director Compensation

    Our directors play a critical role in guiding our strategic direction and overseeing the management of Oracle. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. In addition, Oracle’s acquisition program and expansion into new lines of business can demand substantial time commitments from our directors. The compensation paid to our non-employee directors is designed to be commensurate with the considerable time commitments, requisite skill set and the many responsibilities and risks of being a director of a public company of Oracle’s size, complexity and profile. Our non-employee directors are compensated based on their respective levels of Board participation and responsibilities, including service on Board committees. Our non-employee directors display a high level of commitment and flexibility in their service to Oracle. Several of our directors serve on more than one committee. Our non-employee directors regularly engage with our senior management and meet with our stockholders throughout the year to better understand their perspectives. Annual cash retainers and equity awards granted to our non-employee directors are intended to correlate with their respective qualifications, responsibilities and time commitments. Our employee directors, Mr. Ellison, Ms. Catz and Mr. Henley, do not receive separate compensation for serving as directors of Oracle.

  31. Director Compensation

    | Ø | Annual Equity Grant for Directors |

  32. Director Compensation

    Non-employee directors participate in our Amended and Restated 1993 Directors’ Stock Plan (the Directors’ Stock Plan), which sets forth stockholder-approved stock option limits on annual equity awards for service on the Board and as a committee chair or vice chair. The Directors’ Stock Plan provides that in lieu of all or some of the stock option limits set forth in the plan, non-employee directors may receive grants of restricted stock units (RSUs) of an equivalent value, as determined by the Board. The Board has determined that a ratio of four stock options to one RSU should be used, consistent with its historic approach for equity awards granted to Oracle employees, and that all non-employee director equity awards will be delivered in the form of RSUs that are granted on May 31 of each year and fully vest on the first anniversary of the date of grant, subject to the director’s continued service. For a number of years, the Board has provided that each equity award will be limited to the lesser of the stockholder-approved equity award limits set forth in the Directors’ Stock Plan or a specified grant value and has granted equity awards with a value significantly below such stockholder-approved equity award limits. The Board approved further changes to our non-employee director compensation program in fiscal 2020, including reductions in the size of equity awards and the elimination of committee chair equity awards. Below is a summary of the stockholder-approved equity award limit for annual equity awards compared to the Board-approved grant value limit for such awards and the number of RSUs actually granted to non-employee directors on May 31, 2024. As noted above, no additional equity awards were granted to committee chairs or vice chairs.

  33. Director Compensation

    | Grant Type | Stockholder-Approved Equity Award Limit | Board-Approved Grant Value Limit | Equity Actually Granted on May 31, 2024 (1) | % Reduction from Stockholder-Approved Limits (2) | | Board Annual Grant | 45,000 options (or 11,250 RSUs) | $350,000 | 2,986 RSUs | 73% |

  34. Director Compensation

    | (1) Calculated by dividing the grant value limit of $350,000 by the closing price of Oracle common stock on the date of grant ($117.19 per share), rounding down to the nearest whole share. |

  35. Director Compensation

    | (2) Approximate percentage reduction in the number of RSUs actually granted on May 31, 2024 compared to stockholder-approved equity award limits. |

  36. Director Compensation

    | Ø | Initial Equity Grant for New Directors |

  37. Director Compensation

    The Directors’ Stock Plan also provides for an initial equity award of not more than 45,000 stock options (or 11,250 RSUs) for new non-employee directors, prorated based upon the number of full calendar months remaining in the fiscal year of the director’s appointment. In accordance with the reductions to our non-employee director compensation described above, any new non-employee director will receive an initial equity award equal to the lesser of 11,250 RSUs or RSUs with a total value of $350,000 (calculated by dividing the grant value by the closing price of Oracle common stock on the date of grant, rounding down to the nearest whole share), prorated based upon the number of full calendar months remaining in the fiscal year of the director’s appointment. Initial equity awards fully vest on the first anniversary of the date of grant, subject to the director’s continued service.

  38. Director Compensation

    | Ø | Cash Retainer Fees for Directors |

  39. Director Compensation

    In fiscal 2024, each of our non-employee directors received (1) an annual cash retainer fee of $52,500 for serving as a director of Oracle and (2) each of the applicable cash retainer fees set forth in the table on the right for serving as a chair or as a member of one or more of the committees of the Board. Board members do not receive additional fees for meetings they attend.

  40. Director Compensation

    | Annual Committee Member Cash Retainer Fees | | | F&A and Compensation Committees | $25,000 | | Governance and Independence Committees | $15,000 | | Additional Annual Cash Retainer Fees for Committee Chairs | | | F&A Committee | $50,000* | | Compensation Committee | $25,000 | | Governance and Independence Committees | $15,000 | | * During FY24, the retainer fee for the F&A Committee Chair was $25,000. Effective in August 2024, this amount was increased to $50,000 in light of the strategic importance of the F&A Committee and the increased time commitment required of the F&A Committee Chair. | |

  41. Director Compensation

    | Ø | Fiscal 2024 Director Compensation Table |

  42. Director Compensation

    The following table provides summary information regarding the compensation we paid to our non-employee directors in fiscal 2024.

  43. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) (2) ($) | Total ($) | | Awo Ablo | 60,659 (3) | 345,391 | 406,050 | | Jeffrey S. Berg | 114,382 | 345,391 | 459,773 | | Michael J. Boskin | 102,500 | 345,391 | 447,891 | | Bruce R. Chizen | 107,500 | 345,391 | 452,891 | | George H. Conrades | 117,500 | 345,391 | 462,891 | | Rona A. Fairhead | 77,500 | 345,391 | 422,891 | | Renée J. James | 52,500 | 345,391 | 397,891 | | Charles W. Moorman | 92,500 | 345,391 | 437,891 | | Leon E. Panetta | 92,500 | 345,391 | 437,891 | | William G. Parrett | 67,500 | 345,391 | 412,891 | | Naomi O. Seligman | 77,500 | 345,391 | 422,891 | | Vishal Sikka | 52,500 | 345,391 | 397,891 |

  44. Director Compensation

    | (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 2024 have vested. For information on the valuation assumptions used in our stock-based compensation computations, see Note 12 of Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2024. |

  45. Director Compensation

    | (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 May 31, 2024. |

  46. Director Compensation

    | Name | Total Unvested RSUs Outstanding at Fiscal 2024 Year End (a) (#) | RSUs Granted During Fiscal 2024 (a) (#) | Total Option Awards Outstanding at Fiscal 2024 Year End (#) | | Awo Ablo | 2,986 | 2,986 | — | | Jeffrey S. Berg | 2,986 | 2,986 | 22,500 | | Michael J. Boskin | 2,986 | 2,986 | — | | Bruce R. Chizen | 2,986 | 2,986 | — | | George H. Conrades | 2,986 | 2,986 | 22,500 | | Rona A. Fairhead | 2,986 | 2,986 | — | | Renée J. James | 2,986 | 2,986 | 9,375 | | Charles W. Moorman | 2,986 | 2,986 | — | | Leon E. Panetta | 2,986 | 2,986 | 37,500 | | William G. Parrett | 2,986 | 2,986 | — | | Naomi O. Seligman | 2,986 | 2,986 | — | | Vishal Sikka | 2,986 | 2,986 | — |

  47. Director Compensation

    | (a) The RSUs reported in this column were granted on May 31, 2024 and vest on the first anniversary of the date of grant (May 31, 2025). |

  48. Director Compensation

    | (3) A | portion of the fees paid to Ms. Ablo include prorated fees for service on the Governance Committee beginning November 2023. |

  49. Director Compensation

    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.

  50. Corporate Governance Guidelines

    | • | director compensation; |

  51. Prohibition on Speculative Transactions and Pledging Policy

    Prohibition on Speculative Transactions and Pledging Policy

  52. Prohibition on Speculative Transactions and Pledging Policy

    | Ø | 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, calls, options, collars, straddles, exchange/swap funds and other derivative securities) 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. |

  53. Prohibition on Speculative Transactions and Pledging Policy

    | Ø | Pledging Policy. The Policy on Pledging Oracle Securities (Pledging Policy) prohibits Oracle directors, executive officers and their immediate family members from: |

  54. Prohibition on Speculative Transactions and Pledging Policy

    | • | holding Oracle securities in a margin account; and |

  55. Prohibition on Speculative Transactions and Pledging Policy

    | • | pledging Oracle securities as collateral to secure or guarantee indebtedness, subject to two exceptions: |

  56. 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 |

  57. Prohibition on Speculative Transactions and Pledging Policy

    | - | Mr. Ellison may continue to pledge Oracle securities as collateral to secure or guarantee indebtedness, but he may not hold Oracle securities in a margin account. |

  58. 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.

  59. Prohibition on Speculative Transactions and Pledging Policy

    | Ø | Review of Pledging Arrangements. As of September 16, 2024, Mr. Ellison, Oracle’s Founder, Chairman, CTO and largest stockholder, had pledged 277,000,000 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 practices generally. The Governance Committee periodically seeks outside advice and counsel in connection with the committee’s oversight function of pledging arrangements. With respect to the shares pledged by Mr. Ellison as of September 16, 2024, the Governance Committee believes that Mr. Ellison’s pledging arrangements do not pose a material risk to stockholders or to Oracle, in part because: |

  60. Prohibition on Speculative Transactions and Pledging Policy

    | • | The pledged shares secure personal term loans only used to fund outside personal business ventures. |

  61. Prohibition on Speculative Transactions and Pledging Policy

    | • | None of Mr. Ellison’s shares are pledged as collateral for margin accounts. |

  62. 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. |

  63. Prohibition on Speculative Transactions and Pledging Policy

    | • | Mr. Ellison is our Founder and largest stockholder. Mr. Ellison’s stock ownership is more than 4,500 times what he is required to hold under our stock ownership requirements. |

  64. 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. |

  65. 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:

  66. Prohibition on Speculative Transactions and Pledging Policy

    | • | historical information and trends regarding Mr. Ellison’s pledging arrangements; |

  67. 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; |

  68. 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: |

  69. Prohibition on Speculative Transactions and Pledging Policy

    | - | the total number of shares of Oracle common stock outstanding; and |

  70. Prohibition on Speculative Transactions and Pledging Policy

    | - | the total number of shares of Oracle common stock owned by Mr. Ellison; |

  71. Prohibition on Speculative Transactions and Pledging Policy

    | • | the market value of Oracle common stock; |

  72. Prohibition on Speculative Transactions and Pledging Policy

    | • | Mr. Ellison’s independent ability to repay any loans without recourse to the already-pledged shares; and |

  73. Prohibition on Speculative Transactions and Pledging Policy

    | • | any other relevant factors. |

  74. Board Leadership Structure

    Board Leadership Structure The roles of Board Chair and CEO are currently filled by separate individuals. Since September 2014, Mr. Ellison has served as our Chairman and Ms. Catz has served as our CEO. Previously, Mr. Henley served as Chairman and Mr. Ellison served as CEO. The Board believes that the separation of the offices of the Chair and CEO is appropriate at this time because it allows our CEO to focus primarily on Oracle’s business strategy, operations and corporate vision. The Board elects our Chair and our CEO, and each of these positions may be held by the same person or by different people. We believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of the company’s needs and Oracle’s leadership at a given point in time. The Board believes our company and our stockholders benefit from this flexibility, as our directors are well positioned to determine our leadership structure given their in-depth knowledge of our management team, our strategic goals, and the opportunities and challenges we face. We believe that independent and effective oversight of Oracle’s business and affairs is maintained through the composition of the Board, the leadership of our independent directors and Board committees and our governance structures and processes. The Board consists of a substantial majority of independent directors, and all of the standing Board committees are composed solely of independent directors. As set forth in our Guidelines, on an annual rotating basis, the chairs of the F&A Committee, the Governance Committee and the Compensation Committee serve as the lead independent director at executive sessions of the Board. The lead independent director’s duties include, among others, serving as a liaison between our non-management and management directors, facilitating discussion among non-management directors on key issues and concerns outside of Board meetings, being available, when appropriate, for consultation and direct communication with large stockholders, and performing such other additional duties as the Board determines. Currently, Mr. Conrades serves as the lead independent director and chair of the Compensation Committee. The directors filling this role take it very seriously and the Board believes the position is strengthened by the particular insights and diversity of viewpoints that the different committee chairs bring to the position. This structure also provides a broader group of directors the opportunity to serve in an additional leadership role.

  75. Board Leadership Structure

    | The Board’s Role in Risk Oversight Management is responsible for assessing and managing risks to Oracle, and, in turn, the Board is responsible for overseeing management’s efforts to assess and manage material risks and for reviewing options for risk mitigation. The Board and its committees assess whether management has an appropriate framework to manage risks and whether that framework is operating effectively. The Board’s risk oversight areas include, but are not limited to: • leadership structure, compensation and succession planning for management and the Board; • strategic and operational planning, including with respect to significant acquisitions, long-term debt financing and Oracle’s long-term growth; • material financial risks; • cybersecurity, artificial intelligence, machine learning and information technology; • environmental sustainability, climate change and supply chain risks; • culture and inclusion; and • legal and regulatory compliance. | | | | Cybersecurity Risk Oversight Cybersecurity is an important area of focus for our Board. Our information security risk management program is designed to allow our Board to establish a mutual understanding with management of the effectiveness of our information security risk management practices and capabilities, including the division of responsibilities for reviewing our information security risk exposure and risk tolerance, tracking emerging information risks and ensuring proper escalation of certain key risks for periodic review by the Board and its committees. As part of its broader risk oversight activities, the Board oversees cybersecurity risks, both directly and through the F&A Committee. As reflected in its charter, the F&A Committee assists the Board with the management and assessment of privacy and data security risk and is responsible for reviewing and discussing with management privacy and data security risk exposures, including, among other things, the potential impacts of those exposures on our business, financial results, operations and reputation. The F&A Committee also oversees our internal controls over financial reporting, including with respect to financial reporting-related information systems. | | | Leaders Who Listen We believe that an important aspect of creating a culture and environment that supports employee, customer and business success is listening to employee feedback. We share the results of our annual employee engagement survey with leaders who receive direct observations from employees about areas critical to Oracle’s strategic priorities, including the employee and customer experience. The results of the survey are also discussed with the Board and committees thereof. In fiscal 2024, 81% of our employees participated in the annual survey. Our leaders listen to employees, evaluate feedback and prioritize actions to enhance employee, business and customer success. |

  76. Board Leadership Structure

    While the Board has the ultimate oversight responsibility for Oracle’s risk management policies and processes, various committees of the Board also have the following responsibilities for risk oversight.

  77. Board Leadership Structure

    | Compensation Committee | Considers the risks associated with our compensation policies and practices, with respect to executive compensation, director compensation and employee compensation generally, as well as human capital management, including talent acquisition, development and retention. | | F&A Committee | Oversees risks associated with our financial statements and financial reporting, our independent registered public accounting firm, our internal audit function, tax issues, mergers and acquisitions, credit and liquidity, information technology, privacy and cybersecurity, legal and regulatory matters and Code of Ethics and Business Conduct compliance. | | Governance Committee | Oversees risks associated with our overall governance practices and the leadership structure of management and the Board, as well as risks related to the pledging of Oracle securities. Oversees and periodically reviews ESG matters such as environmental sustainability and greenhouse gas emissions, climate change, energy transition and workforce and Board diversity, including through the review of a matrix that breaks down oversight of ESG matters by Board committee. In accordance with our Pledging Policy, the Governance Committee regularly reviews Mr. Ellison’s pledging arrangements from a risk management perspective and provides a report to the F&A Committee and the Board, as described in “Corporate Governance—Prohibition on Speculative Transactions and Pledging Policy” on pages 25 and 26. The Governance Committee also periodically reviews and assesses the adequacy of our policies, plans and procedures with respect to succession planning for Oracle’s key executive officers, including the CEO and the CTO. At least annually, the Board holds an executive session with each of the CEO and the CTO to discuss potential successors and the performance, strengths and weaknesses of any such candidates. The Board also receives regular presentations on different areas of Oracle’s business, which allows the directors to evaluate members of management for succession planning purposes. | | Independence Committee | Reviews risks arising from transactions with related persons and director independence issues. |

  78. Board Leadership Structure

    The Board is kept informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board. For example, the F&A Committee performs an initial review of proposed acquisitions that meet a threshold figure—taking into consideration any risks associated with the transaction—and determines whether to recommend that the Board approve the transaction. The F&A Committee also reviews completed acquisitions periodically to determine whether the acquired companies have performed as expected. In addition, the full Board plays an active oversight and risk mitigation role through its regular review of Oracle’s strategic direction. While management is responsible for setting Oracle’s strategic direction, the directors review Oracle’s strategy at every regular meeting of the Board. One Board meeting each year is dedicated to strategy and has historically been held off-site. The Board engages in candid discussions with management with respect to Oracle’s strategic direction. We believe this Board oversight helps identify and mitigate risks associated with our overall business strategy.

  79. Board Leadership Structure

    | Board of Directors and Director Independence |

  80. Board Leadership Structure

    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 ten non-employee directors. Upon the recommendation of the Independence Committee, the Board determined that each of the following ten current directors is independent (as defined by applicable NYSE listing standards and our Corporate Governance Guidelines): Ms. Ablo, 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 2024 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 2024 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:

  81. Board Leadership Structure

    | • | 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. |

  82. Board Leadership Structure

    | • | In fiscal 2024, Oracle paid a de minimis amount to Stanford University. The total amount Oracle paid to Stanford University constituted approximately 0.0003% of Oracle’s total revenues in fiscal 2024. Based on a review of publicly available data, we believe the payments represented approximately 0.001% of Stanford University’s total revenues in its last fiscal year. The payments fall within NYSE prescribed limits and guidelines. |

  83. Board Leadership Structure

    The non-employee directors held an executive session following each of the regularly scheduled Board meetings, for a total of four meetings in fiscal 2024. 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.

  84. Board Leadership Structure

    | Director Tenure, Board Refreshment and Diversity |

  85. Board Leadership Structure

    We believe it is desirable to maintain a mix of longer-tenured, experienced directors that have developed increased institutional knowledge of and valuable insight into the company and its operations and newer directors with fresh perspectives. In furtherance of this objective, the Board elected Ms. Ablo in 2022, Dr. Sikka and Mrs. Fairhead in fiscal 2020 and Mr. Moorman and Mr. Parrett in fiscal 2018, for a total of five directors added in the last seven fiscal years. However, we do not impose director tenure limits or a mandatory retirement age. The Board has considered the perspectives of some stockholders regarding longer-tenured directors but believes that longer-serving directors with experience and institutional knowledge bring critical skills to the boardroom. In particular, the Board believes that given the large size of our company, the breadth of our product offerings and the international scope of our organization, longer-tenured directors are a significant strength of the Board. The Board also believes that longer-tenured directors have a better understanding of the challenges Oracle is facing and may be at times more comfortable challenging management, including our CEO and CTO. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board believes that imposing arbitrary limits on director tenure would deprive it of the valuable contributions of its most experienced members.

  86. Board Leadership Structure

    | Board Diversity Matrix (as of September 16, 2024) | | | | Total Number of Directors | 15 | | | Part I: Gender Identity | Female | Male | | Directors | 5 | 10 | | Part II: Demographic Background | | | | African American or Black | 1 | — | | Asian | — | 1 | | White | 4 | 9 |

  87. Board Leadership Structure

    The Board and the Governance Committee value diversity of backgrounds, experience, perspectives and leadership in different fields when identifying director nominees. As set forth in our Guidelines, the Governance Committee, acting on behalf of the Board, is committed to actively seeking directors who are diverse with respect to gender, race and ethnicity for the pool from which director candidates are selected. As of September 16, 2024, 40% of the members of our Board (including our CEO) are women and/or come from a diverse background.

  88. Compensation Discussion and Analysis

    | Fiscal 2024 Named Executive Officers Lawrence J. Ellison Chairman and Chief Technology Officer* Safra A. Catz Chief Executive Officer** Jeffrey O. Henley Vice Chairman Stuart Levey Executive Vice President, Chief Legal Officer Edward Screven Executive Vice President, Chief Corporate Architect * Although Mr. Ellison is not an NEO for fiscal 2024, we have included his compensation in the presentation of the compensation tables as voluntary disclosure **Ms. Catz also serves as our principal financial officer | Quick Reference Guide | | | | Executive Summary | 36 | | | Eight-Year Performance-Based Stock Options | 38 | | | Stockholder Engagement and Compensation Committee Responsiveness | 40 | | | Elements of our Executive Compensation Program | 40 | | | Fiscal 2024 Compensation for our NEOs | 41 | | | Fiscal 2024 Pay Outcomes: Pay-for-Performance | 42 | | | Objectives of Our Executive Compensation Program | 42 | | | Human Capital and Compensation Best Practices | 43 | | | Determination of Executive Compensation Amounts | 43 | | | Elements of Our Executive Compensation Program | 46 | | | Base Salary | 46 | | | Annual Cash Bonuses | 46 | | | Long-Term Incentive Compensation | 48 | | | All Other Compensation | 49 | | | Other Factors in Setting Executive Compensation | 51 | | | Compensation Recovery (Clawback) Policy | 53 | | | Compensation Committee Report | 53 | | | Compensation Tables | 54 |

  89. Executive Summary

    | Fiscal 2024 Executive Compensation Highlights For Our NEOs | | | Mr. Ellison and Ms. Catz | • No increase in Mr. Ellison’s base salary of $1 or Ms. Catz’s base salary of $950,000 • Each earned $5,292,260 in connection with the annual performance-based cash bonus program • No new equity awards and three of seven tranches of PSOs have vested since the PSOs were granted in fiscal 2018 | | Mr. Henley, Mr. Levey and Mr. Screven | • No increase in the base salaries for Messrs. Henley, Levey and Screven and each received an annual RSU award • Each of these three NEOs also received a cash bonus • The total compensation mix for these NEOs was heavily weighted toward equity-based awards whose values correlate with our stock price, thus aligning their total direct compensation with the interests of our stockholders |

  90. 2024 Individual NEO Considerations in Setting Compensation

    | For all NEOs | | Ø Peer group competitive pay data Ø Input from the Compensation Committee’s independent compensation consultant Ø Assessment of contributions, roles and responsibilities considering the factors enumerated below | | Mr. Ellison, Chairman and CTO | | Ø Invaluable knowledge and experience as Oracle’s Founder, having guided the company for over 45 years Ø Responsibility for business strategy, corporate vision and technology innovation Ø Balancing objectives of retaining services and providing a meaningful annual compensation package to incentivize continued superior performance and engagement Ø The need to maintain the focus of Mr. Ellison’s visionary drive as Chairman and CTO, which is distinct from his roles as director and a significant stockholder | | Ms. Catz, CEO | | Ø Strength of leadership and responsibility for long-term strategy, corporate operations, culture, and financial performance Ø Leadership in Oracle’s transition from a major license software supplier to a premier cloud infrastructure and full-stack applications provider Ø Oversight and responsibility for the accuracy and integrity of our financial results as our principal financial officer | | Mr. Henley, Vice Chairman | | Ø Highly valued contributions to Oracle’s strategic vision, management and operations Ø Instrumental role in regularly meeting with significant Oracle customers and in closing major commercial transactions worldwide Ø Value gained from Mr. Henley’s more than 30 years of experience at Oracle, including his former experience as CFO and service as a trusted advisor to our senior executives | | Mr. Levey, Chief Legal Officer | | Ø Scope of oversight for all legal matters at Oracle and managing a large-scale multinational legal team Ø Critical role in setting the strategy for Oracle’s litigation and regulatory matters Ø Leadership in a wide range of areas, including compliance and ethics, data protection and privacy, intellectual property and corporate governance | | Mr. Screven, Chief Corporate Architect | | Ø Responsibility for driving technology and architecture decisions across all Oracle products to ensure that product development is consistent with Oracle’s overall long-term strategy Ø Leadership of company-wide strategic initiatives, including with respect to industry standards and cybersecurity |

  91. ORACLE’S PERFORMANCE

    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 2024. 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 – an important part of our long-term success – 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. In fiscal 2022, the Compensation Committee extended the end of the PSO performance period by three fiscal years from May 31, 2022 to May 31, 2025. After reviewing internal projections and forecasts, the Compensation Committee determined that the remaining operational performance goals were appropriately challenging. Furthermore, when designing the PSO program, the Compensation Committee required the matching of operational performance goals with sustained 30-day market capitalization goals because it wanted to ensure that our stockholders would also benefit from the achievement of these goals. The Compensation Committee also extended its commitment to our stockholders in line with the extension of the PSO performance period and will not grant any new equity awards to Mr. Ellison or Ms. Catz during the remainder of the PSO’s eight-year performance period. 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. The Compensation Committee has certified that the following goals have been achieved to date:

  92. ORACLE’S PERFORMANCE

    | • | Annual Performance-Based Cash Bonus: $5,292,260 for each of Mr. Ellison and Ms. Catz |

  93. ORACLE’S PERFORMANCE

    | • | Long-Term Incentive Compensation: |

  94. ORACLE’S PERFORMANCE

    | – | No new equity awards were granted in fiscal 2024 because the PSOs granted in fiscal 2018 (and extended in fiscal 2022) are intended to represent eight years of equity compensation |

  95. ORACLE’S PERFORMANCE

    | Pay Element | NEO | Fiscal 2024 Outcome | | PSOs | • Lawrence J. Ellison • Safra A. Catz | • All six market capitalization goals and two matching operational performance goals have been satisfied, with one matching operational performance goal of the PSOs satisfied in fiscal 2024 – Third tranche (1/7th) of the PSOs vested on June 27, 2024 | | Annual Cash Bonus | • All NEOs | • The annual cash bonuses paid to Ms. Catz and Messrs. Ellison, Henley and Screven are based solely on financial performance tied to growth in non-GAAP operating income and were all paid at 106% of the target amount – Lawrence J. Ellison – $5,292,260 – Safra A. Catz – $5,292,260 – Jeffrey O. Henley – $529,226 – Edward Screven – $2,646,130 • The annual cash bonus paid to Mr. Levey was paid at 133% of the target amount under our discretionary corporate bonus plan, which is funded based on the growth in our non-GAAP operating income over the preceding fiscal year and paid based on individual allocations – Stuart Levey – $1,000,000 |

  96. Objectives of Our Executive Compensation Program

    | Best Practices We Employ | Practices We Avoid | | Compensation Committee has general oversight over all matters related to human capital management and reviews attrition, engagement data and diversity metrics for employees at all career levels Diversity metrics and EEO-1 statement are publicly available on our Culture and Inclusion website High proportion of compensation for our 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 Robust compensation recovery (clawback) policy in the event of a financial restatement or significant misconduct Independent Compensation Committee Annual risk assessment of compensation programs Independent compensation consultant Anti-pledging policy applicable to all employees and directors except Mr. Ellison (whose pledging activities are carefully monitored by our Governance Committee) Anti-hedging policy applicable to all employees and directors Executive Bonus Plan applicable to executive officers directly responsible for Oracle’s financial performance uses pre-established financial performance metrics Compensation-focused stockholder engagement | No severance benefit arrangements for executives except as required by law or provided under our equity incentive plan to employees generally 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 “golden parachute” tax reimbursements or gross-ups for our 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 |

  97. Compensation Decision-Making Process and the Roles of the Board and Management

    | • | the appropriate mix of compensation (i.e., short-term versus long-term, fixed versus variable) for each NEO; and |

  98. Fiscal 2024 Compensation for Mr. Ellison, Chairman and CTO

    | Annual Base Salary | $1 (unchanged since fiscal 2011) | | Performance-Based Cash Bonus | A target cash bonus opportunity of $5,000,000 under the Executive Bonus Plan based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.2458% Mr. Ellison received a bonus payment of $5,292,260 | | Long-Term Incentive Compensation | New awards granted: None Payout of previously granted PSOs: The third tranche of PSOs vested on June 27, 2024 upon the matching of the second market capitalization goal ($33.3 billion growth achieved in fiscal 2022) and one operational goal achieved in fiscal 2024 (maintain non-GAAP PaaS/IaaS gross margins of at least 30% for three of the eight fiscal years in the PSO performance period) |

  99. Fiscal 2024 Compensation for Ms. Catz, CEO

    | Annual Base Salary | $950,000 (unchanged since fiscal 2012) | | Performance-Based Cash Bonus | A target cash bonus opportunity under the Executive Bonus Plan of $5,000,000 based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.2458% Ms. Catz received a bonus payment of $5,292,260 | | Long-Term Incentive Compensation | New awards granted: None Payout of previously granted PSOs: The third tranche of PSOs vested on June 27, 2024 upon the matching of the second market capitalization goal ($33.3 billion growth achieved in fiscal 2022) and one operational goal achieved in fiscal 2024 (maintain non-GAAP PaaS/IaaS gross margins of at least 30% for three of the eight fiscal years in the performance period) |

  100. Fiscal 2024 Compensation for Mr. Henley, Vice Chairman

    | Annual Base Salary | $650,000 | | Performance-Based Cash Bonus | A target cash bonus opportunity of $500,000 under the Executive Bonus Plan based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.0246% Mr. Henley received a bonus payment of $529,226 | | Long-Term Incentive Compensation | New awards granted: An annual award of 79,010 RSUs |

  101. Fiscal 2024 Compensation for Mr. Levey, Executive Vice President, Chief Legal Officer

    | Annual Base Salary | $950,000 | | Cash Bonus | A target cash bonus opportunity of $750,000 under our discretionary corporate bonus plan, which is funded based on the growth in our non-GAAP operating income over the preceding fiscal year and paid based on individual allocations Mr. Levey received a bonus payment of $1,000,000 | | Long-Term Incentive Compensation | New awards granted: An annual award of 105,347 RSUs |

  102. Fiscal 2024 Compensation for Mr. Levey, Executive Vice President, Chief Legal Officer

    The Compensation Committee approved this compensation package based on several factors, including competitive pay data drawn from the companies in our compensation peer group as provided by the Compensation Committee’s independent compensation consultant, the recommendation of our CEO and an assessment of Mr. Levey’s significant role and responsibilities overseeing all legal matters at Oracle and managing a large-scale multinational legal team. Mr. Levey plays a critical role in setting the strategy for Oracle’s litigation and regulatory matters and provides leadership in the areas of compliance and ethics, data protection and privacy, intellectual property and corporate governance, among other responsibilities. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses—Cash Bonus Opportunity for Mr. Levey” on page 47 for a discussion of the disciplined approach the Compensation Committee takes with regard to Mr. Levey’s bonus determination.

  103. Fiscal 2024 Compensation for Mr. Screven, Executive Vice President, Chief Corporate Architect

    | Annual Base Salary | $900,000 | | Performance-Based Cash Bonus | A target cash bonus opportunity of $2,500,000 under the Executive Bonus Plan based on the growth in our non-GAAP operating income over the preceding fiscal year multiplied by 0.1229% Mr. Screven received a bonus payment of $2,646,130 | | Long-Term Incentive Compensation | New awards granted: An annual award of 158,020 RSUs |

  104. Elements of Our Executive Compensation Program

    | Annual Cash Bonuses |

  105. 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 2024 (other than for Mr. Levey whose bonus arrangement is described below). The Compensation Committee selected non-GAAP operating income growth in part because it is a single performance metric that incorporates both top-line performance (i.e., revenues) and bottom-line performance (i.e., expenses) and it is regularly used by management to understand, manage and evaluate our business performance and make operating decisions with a view to the creation of stockholder value. As a measure of profitability, this metric requires our NEOs to manage multiple variables to achieve 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 focuses our senior executives on the impact of items directly related to our core business operations. Non-GAAP operating income growth is also the metric that funds our discretionary corporate bonus plan for all eligible employees (including Mr. Levey). The Compensation Committee believes this alignment in bonus metrics is advantageous because it ensures all senior executives are working towards a common goal. 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 2024, the maximum amount that could be earned was capped at 200% of the target awards. Between fiscal 2023 and fiscal 2024, our non-GAAP operating income grew by approximately $2.2 billion. Non-GAAP operating income is defined under the Executive Bonus Plan for fiscal 2024 as operating income, less stock-based compensation expenses, amortization of intangible assets, acquisition related and other expenses and restructuring expenses.

  106. Fiscal 2024 Performance-Based Cash Bonuses

    Fiscal 2024 Performance-Based Cash Bonuses

  107. Fiscal 2024 Performance-Based Cash Bonuses

    | Non-GAAP operatingX | Applicable Growth | = | Award Payout | | Income Growth | Multiple | | |

  108. Fiscal 2024 Performance-Based Cash Bonuses

    | Executive | Target Award Opportunity | Applicable Growth Multiple | YoY Growth in Non- GAAP Op. Income ($M) | Actual Award Payout | Award as a Percentage of Target | | Lawrence J. Ellison | $5,000,000 | 0.2458% | $2,153 | $5,292,260 | 106% | | Safra A. Catz | $5,000,000 | 0.2458% | $2,153 | $5,292,260 | | | Jeffrey O. Henley | $500,000 | 0.0246% | $2,153 | $529,226 | | | Edward Screven | $2,500,000 | 0.1229% | $2,153 | $2,646,130 | |

  109. Cash Bonus Opportunity for Mr. Levey

    Cash Bonus Opportunity for Mr. Levey Executive officers who are not directly responsible for Oracle’s financial performance and therefore do not participate in the performance-based Executive Bonus Plan may be eligible to receive a bonus under our discretionary bonus plan, which is funded based on non-GAAP operating income growth and paid based on individual allocations. At the beginning of each fiscal year, the Compensation Committee sets target and maximum discretionary bonus amounts for executive officers who are eligible to receive bonuses under the discretionary bonus plan. After the size of the discretionary bonus pool has been determined, the Compensation Committee approves the bonus amount to be paid to each eligible executive officer based on management and the Compensation Committee’s subjective evaluation of a variety of factors, including the executive officer’s past performance, experience and level of responsibility, potential future contributions to Oracle’s success and expected changes in the executive officer’s workload and responsibilities. The Compensation Committee takes a disciplined approach with respect to awarding discretionary bonuses and generally only does so if Oracle’s non-GAAP operating income grows year-over-year. As Chief Legal Officer, Mr. Levey oversees all legal matters at Oracle and manages a large-scale multinational legal team. Because Mr. Levey is not directly responsible for Oracle’s financial performance, the Compensation Committee determined that Mr. Levey would be more appropriately incentivized under our discretionary corporate bonus plan. At the beginning of fiscal 2024, the Compensation Committee set a target bonus opportunity of $750,000 for Mr. Levey, based on the factors outlined under “Determination of Executive Compensation Amounts for Fiscal 2024,” above, among other things, an assessment of Mr. Levey’s responsibilities, competitive pay data drawn from the companies in our compensation peer group as provided by its independent compensation consultant and the recommendation of our CEO. After fiscal 2024 year end, the Compensation Committee discussed Mr. Levey’s performance during fiscal 2024 with management and granted Mr. Levey a bonus of $1,000,000 (133% of target) based upon its assessment of Mr. Levey’s significant contributions to Oracle’s legal strategy and successes during fiscal 2024 and his potential future contributions to Oracle’s success. The bonus paid to Mr. Levey was reasonable as compared with compensation paid to executives in similar roles by the companies in our compensation peer group according to pay data provided by the Compensation Committee’s independent compensation consultant.

  110. Cash Bonus Opportunity for Mr. Levey

    | Long-Term Incentive Compensation |

  111. Cash Bonus Opportunity for Mr. Levey

    Our philosophy with regard to granting long-term incentive compensation is to:

  112. Cash Bonus Opportunity for Mr. Levey

    | • | be sensitive to the overall number and value of shares of Oracle common stock underlying the equity awards granted; |

  113. Cash Bonus Opportunity for Mr. Levey

    | • | 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 |

  114. Cash Bonus Opportunity for Mr. Levey

    | • | provide the largest awards to our top performers and individuals with the greatest responsibilities because they have the potential and ability to contribute the most to the success of our business and the creation of long-term stockholder value. |

  115. Cash Bonus Opportunity for Mr. Levey

    Consistent with this philosophy, our cumulative potential dilution since June 1, 2021 has been an annualized rate of 2.1% per year. For details on the calculation of our cumulative potential dilution, see Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal 2024.

  116. Long-Term Incentive Compensation for Mr. Ellison and Ms. Catz

    Long-Term Incentive Compensation for Mr. Ellison and Ms. Catz Previously awarded long-term incentive compensation for Mr. Ellison and Ms. Catz is 100% performance-based. In fiscal 2018, the Compensation Committee granted each of Mr. Ellison and Ms. Catz an equity award consisting entirely of PSOs that may be earned in seven equal tranches, with one tranche vesting only upon the attainment of a stock price goal and each of the remaining six tranches vesting only upon the attainment of one of six market capitalization and operational performance goals, with achievement of both a market capitalization and matching operational performance goal required for a tranche to vest. Performance measured against the goals is evaluated annually. In fiscal 2024, the Compensation Committee did not grant any new equity awards to Mr. Ellison or Ms. Catz. The PSOs are intended to represent eight years of long-term incentive compensation for each of Mr. Ellison and Ms. Catz. The Compensation Committee continues to honor its original commitment to our stockholders and will not grant any new equity awards to Mr. Ellison or Ms. Catz during fiscal 2025 (the final year of the eight-year performance period of the PSOs). See pages 38 and 39 for details on the PSOs.

  117. Long-Term Incentive Compensation for Messrs. Henley, Levey and Screven

    Long-Term Incentive Compensation for Messrs. Henley, Levey and Screven Our other NEOs receive 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 for these executive officers 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. In fiscal 2024, Mr. Henley received an annual award of 79,010 RSUs, Mr. Levey received an annual award of 105,347 RSUs and Mr. Screven received an annual award of 158,020 RSUs. In determining the long-term incentive compensation to be awarded to Messrs. Henley, Levey and Screven, the Compensation Committee desired to provide strong retention incentives with the value ultimately delivered tied to stockholder returns. The Compensation Committee considered the critical nature of the roles that Messrs. Henley, Levey and Screven perform and their performance in such roles. Mr. Henley is Vice Chair of the Board, former CFO of Oracle and a seasoned executive who serves as a trusted advisor to our senior executives. Messrs. Screven and Levey both have material duties that include compliance matters: Mr. Screven oversees Oracle’s security compliance and Mr. Levey oversees Oracle’s legal compliance. The Compensation Committee believes that awarding performance-based long-term incentive compensation to these particular executive officers could create undesirable incentives. Accordingly, the Compensation Committee instead determined to grant RSUs with an extended, four-year vesting schedule, as this motivates the executives to deliver sustained, holistic performance and more appropriately balances their incentives relative to their roles while in turn encouraging the creation of long-term value for our stockholders.

  118. Equity Awards and Grant Administration

    Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of the 2020 Equity Plan and the Directors’ Stock Plan. The Compensation Committee, among other things:

  119. Equity Awards and Grant Administration

    | • | selects award recipients under the 2020 Equity Plan; |

  120. Equity Awards and Grant Administration

    | • | approves the form of grant agreements; |

  121. Equity Awards and Grant Administration

    | • | determines the terms and restrictions applicable to the equity awards; and |

  122. Equity Awards and Grant Administration

    | • | adopts sub-plans for particular subsidiaries and locations. |

  123. 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 senior executives whose compensation is within the purview of the Compensation Committee alone. 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.

  124. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices 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 or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In fiscal 2024, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs.

  125. Equity Award Timing Policies and Practices

    | All Other Compensation |

  126. Pension Benefits or Supplemental Retirement Benefits

    Pension Benefits or Supplemental Retirement Benefits During fiscal 2024, other than the 401(k) Plan and our deferred compensation programs (described below), 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 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 “Executive Compensation—Fiscal 2024 Non-Qualified Deferred Compensation Table” beginning on page 57.

  127. 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.

  128. Compensation Consultant

    Compensation Consultant The Compensation Committee selected and directly engaged Compensia, Inc. (Compensia), a national compensation consulting firm, as its independent compensation advisor for fiscal 2024 to provide analysis and market data on executive and director compensation matters, both generally and within our industry. Compensia 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 2024. 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 2024. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.

  129. 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:

  130. Peer Company Executive Compensation Comparison

    | • | their size and complexity; |

  131. Peer Company Executive Compensation Comparison

    | • | their market capitalization; |

  132. Peer Company Executive Compensation Comparison

    | • | their competition with us for talent; |

  133. Peer Company Executive Compensation Comparison

    | • | the nature of their businesses; |

  134. Peer Company Executive Compensation Comparison

    | • | the industries and regions in which they operate; and |

  135. 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. |

  136. Peer Company Executive Compensation Comparison

    For fiscal 2024, the companies comprising the compensation peer group consisted of:

  137. Peer Company Executive Compensation Comparison

    | Accenture plc | Cisco Systems, Inc. | Microsoft Corporation | | Adobe Inc. | Hewlett Packard Enterprise Company | QUALCOMM Incorporated | | Alphabet Inc. | Intel Corporation | Salesforce, Inc. | | Amazon.com, Inc. | International Business Machines Corporation | SAP SE | | Apple Inc. | Meta Platforms, Inc. | |

  138. Peer Company Executive Compensation Comparison

    In determining fiscal 2024 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.

  139. 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. |

  140. Risk Assessment of Our Executive Compensation Policies and Practices

    | • | The financial metric used in the Executive Bonus Plan for Ms. Catz and Messrs. Ellison, Henley and Screven is year-over-year growth in Oracle’s non-GAAP operating income. 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 Mr. Levey). The Compensation Committee believes this alignment in bonus metrics is advantageous because it ensures all senior executives 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. |

  141. Risk Assessment of Our Executive Compensation Policies and Practices

    | • | We have historically maintained 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. We have adopted a clawback policy, effective as of October 2, 2023, that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and also permits Oracle to seek to recover incentive compensation from executive officers and certain other employees who are determined to have engaged in, or in some cases to have been aware of or willfully blind to, significant misconduct. |

  142. 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 28. 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. |

  143. 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 making executive compensation decisions, 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.

  144. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following table provides summary information concerning cash, equity and other compensation awarded to or earned by our NEOs in fiscal 2024, 2023 and 2022.

  145. Fiscal 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (4) | Option Awards ($) (5) | Non-Equity Incentive Plan Compensation ($) (6) | All Other Compensation ($) | Total ($) | | Lawrence J. Ellison (1) | 2024 | 1 | — | — | — | 5,292,260 | 3,013,678(7) | 8,305,939 | | Chairman and Chief | 2023 | 1 | — | — | — | 4,165,213 | 3,136,719 | 7,301,933 | | Technology Officer | 2022 | 1 | — | — | 129,275,000 | 7,799,355 | 1,577,707 | 138,652,063 | | Safra A. Catz | 2024 | 950,000 | — | — | — | 5,292,260 | 221,974(8) | 6,464,234 | | Chief Executive Officer* | 2023 | 950,000 | — | — | — | 4,165,213 | 135,467 | 5,250,680 | | | 2022 | 950,000 | — | — | 129,275,000 | 7,799,355 | 167,677 | 138,192,032 | | Jeffrey O. Henley | 2024 | 650,000 | — | 8,712,433 | — | 529,226 | 7,954(9) | 9,899,613 | | Vice Chairman | 2023 | 650,000 | — | 8,608,921 | — | 416,521 | 8,050 | 9,683,492 | | Stuart Levey | 2024 | 950,000 | 1,000,000(3) | 11,616,614 | — | — | 15,682(10) | 13,582,296 | | EVP, Chief Legal Officer | 2023 | 557,765(2) | 650,000 | 11,537,388 | — | — | 12,036 | 12,757,189 | | Edward Screven | 2024 | 900,000 | — | 17,424,865 | — | 2,646,130 | 7,980(11) | 20,978,975 | | EVP, Chief Corporate | 2023 | 900,000 | — | 17,217,777 | — | 2,082,607 | 8,050 | 20,208,434 | | Architect | 2022 | 883,333 | — | 17,312,000 | — | 3,899,678 | 8,277 | 22,103,288 |

  146. Fiscal 2024 Summary Compensation Table

    | * Ms. Catz also serves as our principal financial officer. |

  147. Fiscal 2024 Summary Compensation Table

    | (1) Although Mr. Ellison is not an NEO for fiscal 2024 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. |

  148. Fiscal 2024 Summary Compensation Table

    | (2) This amount reflects a partial year of salary paid to Mr. Levey following his commencement of employment with Oracle in October 2022. |

  149. Fiscal 2024 Summary Compensation Table

    | (3) This amount represents the cash bonus paid to Mr. Levey under our discretionary corporate bonus plan based upon the Compensation Committee’s assessment of Mr. Levey’s contributions during fiscal 2024. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses—Cash Bonus Opportunity for Mr. Levey” on page 47 for further discussion of this bonus award and the disciplined approach the Compensation Committee takes with regard to awarding discretionary bonuses. |

  150. Fiscal 2024 Summary Compensation Table

    | (4) The amounts reported in this column represent the aggregate grant date fair values of RSUs (for Messrs. Henley, Levey and Screven) 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 2024. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Long-Term Incentive Compensation for Messrs. Henley, Levey and Screven” on page 48 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. |

  151. Fiscal 2024 Summary Compensation Table

    | (5) 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, which occurred in fiscal 2022, 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 “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” beginning on page 48 and “Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Eight-Year Performance-Based Stock Options” on pages 38 and 39 for a discussion of the material features 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. |

  152. Fiscal 2024 Summary Compensation Table

    | (6) The amounts reported in this column represent performance-based cash bonuses under the Executive Bonus Plan. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses—Performance-Based Cash Bonuses under the Executive Bonus Plan” on pages 46 and 47 for a discussion of these bonus awards for fiscal 2024. |

  153. Fiscal 2024 Summary Compensation Table

    | (7) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $6,714, (iii) security-related costs and expenses of $2,999,264 for Mr. Ellison’s primary residence, and (iv) legal counsel fees. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 49. |

  154. Fiscal 2024 Summary Compensation Table

    | (8) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $14,860, (iii) security-related costs and expenses to augment the existing security system at Ms. Catz’s primary residence, (iv) legal counsel fees and (v) aggregate incremental costs to Oracle of $200,086 for Ms. Catz’s use of Oracle’s private aircraft for non-business travel. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 49. |

  155. Fiscal 2024 Summary Compensation Table

    | (9) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100 and (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $2,854. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 49. |

  156. Fiscal 2024 Summary Compensation Table

    | (10) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100 and (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $10,582. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 49. |

  157. Fiscal 2024 Summary Compensation Table

    | (11) This amount represents (i) Company matching contributions under our 401(k) Plan of $5,100 and (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $2,880. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 49. |

  158. Grants of Plan-Based Awards During Fiscal 2024 Table

    Grants of Plan-Based Awards During Fiscal 2024 Table The following table shows equity and non-equity plan-based awards granted to our NEOs during fiscal 2024. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2024 Year-End Table.

  159. Grants of Plan-Based Awards During Fiscal 2024 Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) (2) | Maximum ($) (2) | | | | Lawrence J. Ellison (1) | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | Safra A. Catz | | Cash Bonus | — | 5,000,000 | 10,000,000 | | | | Jeffrey O. Henley | 9/15/2023 | RSUs | | | | 79,010 | 8,712,433 | | | | Cash Bonus | — | 500,000 | 1,000,000 | | | | Stuart Levey | 9/15/2023 | RSUs | | | | 105,347 | 11,616,614 | | Edward Screven | 9/15/2023 | RSUs | | | | 158,020 | 17,424,865 | | | | Cash Bonus | — | 2,500,000 | 5,000,000 | | |

  160. Grants of Plan-Based Awards During Fiscal 2024 Table

    | (1) Although Mr. Ellison is not an NEO for fiscal 2024 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. |

  161. Grants of Plan-Based Awards During Fiscal 2024 Table

    | (2) 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 2024 under the Executive Bonus Plan was $5,292,260 for each of Mr. Ellison and Ms. Catz, $529,226 for Mr. Henley and $2,646,130 for Mr. Screven, as reported in the “Non-Equity Incentive Plan Compensation” column of the SCT above. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses” beginning on page 46 for a discussion of the material features of the Executive Bonus Plan for fiscal 2024. |

  162. Grants of Plan-Based Awards During Fiscal 2024 Table

    | (3) 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, in each case, subject to the NEO’s continued employment through each applicable vesting date. |

  163. Grants of Plan-Based Awards During Fiscal 2024 Table

    | (4) The amounts reported in this column represent the aggregate grant date fair values of RSUs granted during fiscal 2024 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 2024. |

  164. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    Outstanding Equity Awards at Fiscal 2024 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, 2024.

  165. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | | | Option Awards (2) | | | | | Stock Awards (2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) (3) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (4) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (5) | Market Value of Shares or Units of Stock That Have Not Vested ($) (6) | 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 (#) | | Lawrence J. | 7/20/2017 | 5,000,000 | 2,500,000 | 10,000,000 | 51.13 | 7/20/2025 | | | | | | Ellison (1) | 7/24/2014 | 2,250,000 | — | — | 40.47 | 7/24/2024 | | | | | | Safra A. Catz | 7/20/2017 | 5,000,000 | 2,500,000 | 10,000,000 | 51.13 | 7/20/2025 | | | | | | Jeffrey O. | 9/15/2023 | | | | | | 79,010 | 9,259,182 | — | — | | Henley | 9/20/2022 | | | | | | 99,105 | 11,614,115 | — | — | | | 8/3/2021 | | | | | | 50,000 | 5,859,500 | — | — | | | 8/4/2020 | | | | | | 25,000 | 2,929,750 | — | — | | | 6/27/2018 | 400,000 | — | — | 43.45 | 6/27/2028 | | | | | | | 7/10/2017 | 400,000 | — | — | 49.62 | 7/10/2027 | | | | | | | 6/30/2016 | 400,000 | — | — | 40.93 | 6/30/2026 | | | | | | | 7/2/2015 | 400,000 | — | — | 40.36 | 7/2/2025 | | | | | | Stuart Levey | 9/15/2023 | | | | | | 105,347 | 12,345,615 | — | — | | | 11/5/2022 | | | | | | 118,422 | 13,877,874 | — | — | | Edward Screven | 9/15/2023 | | | | | | 158,020 | 18,518,364 | — | — | | | 9/20/2022 | | | | | | 198,210 | 23,228,230 | — | — | | | 8/3/2021 | | | | | | 100,000 | 11,719,000 | — | — | | | 8/4/2020 | | | | | | 50,000 | 5,859,500 | — | — | | | 7/24/2014 | 700,000 | — | — | 40.47 | 7/24/2024 | | | | |

  166. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (1) Although Mr. Ellison is not an NEO for fiscal 2024 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. |

  167. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (2) All time-based stock options and RSUs vest 25% per year over four years on each anniversary of the date of grant, in each case subject to the NEO’s continued employment through each applicable vesting date. |

  168. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (3) The amounts shown in this column reflect earned and unvested PSOs as of May 31, 2024. 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 and service through the vesting date. One operational performance goal was satisfied in fiscal 2024 and matched with the achievement of the second market capitalization goal in fiscal 2022 such that the third tranche (1/7th) of the PSOs was earned in fiscal 2024 and subsequently vested in fiscal 2025 on June 27, 2024. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation” beginning on page 48 and “Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Eight-Year Performance-Based Stock Options” on pages 38 and 39 for a discussion of the material features of these awards, including the vesting criteria. |

  169. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (4) The amounts in this column reflect unearned and unvested PSOs as of May 31, 2024. See note (3) for additional information regarding the PSOs. |

  170. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (5) For Messrs. Henley, Levey and Screven, this column reflects unvested RSUs. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Long-Term Incentive Compensation for Messrs. Henley, Levey and Screven” on page 48 for a discussion of the material features of these awards, including the vesting criteria. |

  171. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (6) Value calculated using the closing market price of Oracle common stock on May 31, 2024 ($117.19 per share). |

  172. Option Exercises and Stock Vested During Fiscal 2024 Table

    Option Exercises and Stock Vested During Fiscal 2024 Table The following table provides information on our NEOs’ exercise of stock options exercised to prevent such options from expiring in fiscal 2024 or fiscal 2025, and the vesting of our NEOs’ RSUs during fiscal 2024.

  173. Option Exercises and Stock Vested During Fiscal 2024 Table

    | | Option Awards (2) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (3) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (4) | | Lawrence J. Ellison (1) | 7,000,000 | 637,516,075 | — | — | | Safra A. Catz | 2,750,000 | 236,267,574 | — | — | | Jeffrey O. Henley | 400,000 | 34,580,080 | 108,035 | 12,401,357 | | Stuart Levey | — | — | 39,473 | 4,625,058 (5) | | Edward Screven | 700,000 | 65,928,189 | 166,069 | 18,963,601 |

  174. Option Exercises and Stock Vested During Fiscal 2024 Table

    | (1) Although Mr. Ellison is not an NEO for fiscal 2024 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure. |

  175. Option Exercises and Stock Vested During Fiscal 2024 Table

    | (2) The options exercised by our NEOs during fiscal 2024 were all exercised in order to prevent such options from expiring in fiscal 2024 or fiscal 2025. |

  176. Option Exercises and Stock Vested During Fiscal 2024 Table

    | Name | Number of Shares Exercised | Exercise Price | Expiration Date | | Lawrence J. Ellison | 7,000,000 | $30.11 | July 1, 2023 | | Safra A. Catz | 2,250,000 | $40.47 | July 24, 2024 | | | 500,000 | $38.89 | October 5, 2024 | | Jeffrey O. Henley | 400,000 | $40.47 | July 24, 2024 | | Edward Screven | 700,000 | $30.11 | July 1, 2023 |

  177. Option Exercises and Stock Vested During Fiscal 2024 Table

    | (3) 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 exercise 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. |

  178. Option Exercises and Stock Vested During Fiscal 2024 Table

    | (4) 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. |

  179. Option Exercises and Stock Vested During Fiscal 2024 Table

    | (5) Includes the value of the vested portion of an RSU award granted on November 5, 2022 for which Mr. Levey 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 2024” column of the Fiscal 2024 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. |

  180. Fiscal 2024 Non-Qualified Deferred Compensation Table

    Fiscal 2024 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.

  181. RSU Deferred Compensation Plan

    s, to the investment options in our 401(k) 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

  182. RSU Deferred Compensation Plan

    eferred compensation of our NEOs in fiscal 2024. | Name | Executive Contributions in FY 2024 ($) | Registrant Contributions in FY 2024 ($) | Aggregate Earnings in FY 2024 ($) (2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at FY 2024-end ($) | | Lawrence J. Ellison (1) | | | | | | | Cash Deferred Compensation (3) | — | — | 12,253,436 | — | 53,300,816 | | Safra A. Catz | — | — | — | — | — | | Jeffrey O. Henley | | | | | | | Cash Deferred Compensation (4) | 603,565 | — | 2,758,158 | — | 9,554,472 | | Stuart Levey | | | | | | | RSU Deferred Compensation (5) | 4,265,058 | — | 392,971 | — | 4,658,029 | | Edward Screven | | | | | | | Cash Deferred Compensation (6) | 2,520,564 | — | 1,436,675 | — | 13,541,807 | | RSU Deferred Compe

  183. RSU Deferred Compensation Plan

    ation (7) | — | — | 7,537,448 | — | 69,218,572 | | (1) Although Mr. Ellison is not an NEO for fiscal 2024 under applicable SEC rules, we have included his compensation in the presentation of

  184. RSU Deferred Compensation Plan

    he compensation tables as voluntary disclosure. | | (2) The amounts shown in the “Aggregate Earnings in FY 2024” column are not included in the SCT for fiscal 2024 because su

  185. RSU Deferred Compensation Plan

    earnings were not preferential or above-market. | | (3) 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

  186. RSU Deferred Compensation Plan

    rticipate in the Cash Deferred Compensation Plan. | | (4) Mr. Henley participates in the Cash Deferred Compensation Plan. The amount shown in the “Executive Contributions in FY 2024” column for Mr. Henley is reported in the SCT for fiscal 2023 and fiscal 2024. The amount shown in the “Aggregate Balance at FY 2024-end” column for Mr. Henley includes an additional $876,879 that was previously report

  187. RSU Deferred Compensation Plan

    in the SCT for fiscal years prior to fiscal 2024. | | (5) Mr. Levey deferred receipt of an RSU award granted on November 5, 2022 under the RSU Deferred Compensation Plan. All contributions shown are attributable to the value of 39,473 deferred RSUs realized on vesting in fiscal 2024. All earnings shown are attributable to credited dividend equivalents and an increase in our stock price as measured on May 31, 2024. No amounts shown were reported in the SCT compensation for fiscal 2024. The grant date fair value of Mr. Levey’s deferred RSU award granted on November 5, 2022 ($11,537,388

  188. RSU Deferred Compensation Plan

    was previously reported in the SCT for fiscal 2023. | | (6) Mr. Screven participates in the Cash Deferred Compensation Plan. The amount shown in the “Executive Contributions in FY 2024” column for Mr. Screven is reported in the SCT for fiscal 2023 and fiscal 2024. The amount shown in the “Aggregate Balance at FY 2024-end” column for Mr. Screven includes an additional $8,702,368 that was previously repo

  189. RSU Deferred Compensation Plan

    ed in the SCT for fiscal years prior to fiscal 2024. | | (7) Mr. Screven deferred receipt of an RSU award granted on December 5, 2018 under the RSU Deferred Compensation Plan. All contributions shown are attributable to the value of 125,000 deferred RSUs realized on vesting in fiscal 2024. All earnings shown are attributable to credited dividend equivalents and an increase in our stock price as measured on May 31, 2024. No amounts shown were reported in the SCT compensation for fiscal 2024. The grant date fair value of Mr. Screven’s deferred RSU award granted on December 5, 2018 ($23,050,0

  190. 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.

  191. Pay Versus Performance Table

    Pay Versus Performance Table

  192. Pay Versus Performance Table

    | Year | SCT Total for PEO ($) (1) | Compensation Actually Paid (CAP) to PEO ($) (2) | Average SCT Total for Non- PEO NEOs ($) (1) | Average CAP to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (millions) | Non-GAAP Operating Income Growth ($) (6) (millions) | | | | | | | Total Shareholder Return (TSR) ($) (4) | Peer Group TSR ($) (5) | | | | 2024 | 6,464,234 | 94,264,234 | 13,191,706 | 38,148,634 | 132.03 | 136.76 | 10,467 | 2,153 | | 2023 | 5,250,680 | 304,050,680 | 12,487,762 | 96,299,855 | 106.80 | 68.89 | 8,503 | 1,309 | | 2022 | 138,192,032 | 139,242,032 | 58,544,998 | 56,911,587 | 37.95 | 42.02 | 6,717 | 593 | | 2021 | 10,631,223 | 40,389,348 | 12,161,232 | 31,342,646 | 48.84 | 48.00 | 13,746 | 1,618 |

  193. Pay Versus Performance Table

    | (1) For fiscal years 2024, 2023, 2022 and 2021, Safra A. Catz served as our principal executive officer (PEO). Our non-PEO NEOs for fiscal years 2022 and 2021 were Lawrence J. Ellison, Edward Screven and Dorian E. Daley. Our non-PEO NEOs for fiscal years 2024 and 2023 were Jeffrey O. Henley, Stuart Levey and Edward Screven. In addition, although Mr. Ellison was not an NEO for fiscal year 2024 or 2023 under applicable SEC rules, we have voluntarily included him as a non-PEO NEO for each of such years. |

  194. Pay Versus Performance Table

    | (2) The amounts reported in this column represent the amount of “compensation actually paid” (CAP) to Ms. Catz computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to Ms. Catz during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Catz’s total compensation for each year to determine the CAP: |

  195. Pay Versus Performance Table

    | Year | SCT Total for PEO ($) | Deduction of Equity Amounts Reported in SCT ($) | Fair Value for Unvested Awards Granted in the Covered Year ($) | Fair Value for Vested Awards Granted in the Covered Year ($) | Change in Fair Value of Outstanding Unvested Awards from Prior Years ($) | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year ($) | CAP to PEO ($) | | 2024 | 6,464,234 | — | — | — | 54,300,000(a) | 33,500,000 | 94,264,234 | | 2023 | 5,250,680 | — | — | — | 298,800,000(b) | — | 304,050,680 | | 2022 | 138,192,032 | (129,275,000) | — | — | 123,300,000 | 7,025,000 | 139,242,032 | | 2021 | 10,631,223 | — | — | — | 29,325,000 | 433,125 | 40,389,348 |

  196. Pay Versus Performance Table

    | (a) This amount includes the change in the fair value of 2,500,000 PSOs (representing the third tranche of PSOs) which were earned in fiscal 2024 and vested in fiscal 2025 on June 27, 2024. |

  197. Pay Versus Performance Table

    | (b) This amount includes the change in the fair value of 2,500,000 PSOs (representing the second tranche of PSOs) which were earned in fiscal 2023 and vested in fiscal 2024 on June 30, 2023. |

  198. Pay Versus Performance Table

    | (3) The amounts reported in this column represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs for each year to determine the CAP: |

  199. Pay Versus Performance Table

    | Year | Average SCT Total for non-PEO NEOs ($) | Deduction of Average Equity Amounts Reported in SCT ($) | Average Fair Value for Unvested Awards Granted in the Covered Year ($) | Average Fair Value for Vested Awards Granted in the Covered Year ($) | Change in Average Fair Value of Outstanding Unvested Awards from Prior Years ($) | Change in Average Fair Value of Awards from Prior Years that Vested in the Covered Year ($) | Average CAP to non-PEO NEOs ($) | | 2024 | 13,191,706 | (9,438,478) | 9,932,357 | — | 15,424,691(a) | 9,038,358 | 38,148,634 | | 2023 | 12,487,762 | (9,341,022) | 14,522,834 | — | 78,125,625(b) | 504,656 | 96,299,855 | | 2022 | 58,544,998 | (53,190,333) | 8,279,833 | — | 39,812,596 | 3,464,493 | 56,911,587 | | 2021 | 12,161,232 | (6,701,250) | 9,715,000 | — | 15,523,575 | 644,089 | 31,342,646 |

  200. Pay Versus Performance Table

    | (a) This calculation includes the change in the fair value of 2,500,000 PSOs (representing the third tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2024 and vested in fiscal 2025 on June 27, 2024. |

  201. Pay Versus Performance Table

    | (b) This calculation includes the change in the fair value of 2,500,000 PSOs (representing the second tranche of PSOs) held by Mr. Ellison which were earned in fiscal 2023 and vested in fiscal 2024 on June 30, 2023. |

  202. Pay Versus Performance Table

    | (4) The amounts reported in this column reflect the cumulative total stockholder return on our common stock for each of the last four fiscal years ended May 31, 2024, assuming an investment of $100 on May 31, 2020, and the reinvestment of any dividends. |

  203. Pay Versus Performance Table

    | (5) The peer group used in this disclosure, the Dow Jones U.S. Technology Total Return Index, is the same peer group used in the Stock Performance Graph in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024. The amounts reported in this column reflect the cumulative total return of the Dow Jones U.S. Technology Total Return Index for each of the last four fiscal years ended May 31, 2024, assuming an investment of $100 on May 31, 2020. |

  204. Pay Versus Performance Table

    | (6) Non-GAAP operating income is a non-GAAP financial measure that reflects adjustments based on stock-based compensation expenses, amortization of intangible assets, acquisition related and other expenses and restructuring expenses. As noted in the CD&A, year-over-year growth in our non-GAAP operating income is the financial performance metric that is used to determine performance-based cash bonuses under the Executive Bonus Plan, and which funds our discretionary bonus plan. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Annual Cash Bonuses” beginning on page 46. |

  205. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The objectives of our executive compensation program are to attract and retain highly talented and productive executive officers, align the interests of our executive officers with those of our stockholders and provide incentives for their superior performance. Each element of our executive compensation program is closely linked to our business objectives and we believe that the mix of base salary, annual cash bonuses and long-term incentive compensation encourages our NEOs to make appropriate decisions that are consistent with our business strategy of constantly improving our performance and building short-term and long-term stockholder value. For additional information regarding our executive compensation program, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 36. The CAP to our PEO decreased from fiscal 2023 to fiscal 2024 as presented in the pay versus performance table primarily because one additional tranche of the PSOs became probable of achievement for accounting purposes during fiscal 2023. In contrast, during fiscal 2024, no additional tranches of the PSOs became probable of achievement for accounting purposes. Additionally, the increase in fair value for the probable tranches of PSOs was higher during fiscal 2023, compared to fiscal 2024, due to the greater increase in our stock price during fiscal 2023 compared to fiscal 2024. The average amount of CAP to our NEOs decreased from fiscal 2023 to fiscal 2024 for similar reasons related to Mr. Ellison’s PSOs. For the other NEOs, the decrease reflected a greater increase in our stock price during fiscal 2023 compared to fiscal 2024. The amounts for all of our NEOs include changes in the valuation of unvested equity awards, the value of which has not been realized, and the amounts reported do not reflect whether our NEOs have actually realized or will realize an economic benefit from these unvested equity awards.

  206. Pay Versus Performance Relationship Descriptions

    | Ø | Compensation Actually Paid and Total Stockholder Return |

  207. Pay Versus Performance Relationship Descriptions

    NEOs, our cumulative total stockholder return and our cumu la tive peer group total stockholder return for fiscal years 2021, 2022, 2023 and 2024, each as set forth in the pay versus performance table above.

  208. Pay Versus Performance Relationship Descriptions

    | Ø | Compensation Actually Paid and Net Income |

  209. Pay Versus Performance Relationship Descriptions

    The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs and our net income for fiscal years 2021, 2022, 2023 and 2024, each as set forth in the pay versus performance table above.

  210. Pay Versus Performance Relationship Descriptions

    | Ø | Compensation Actually Paid and Non-GAAP Operating Income Growth |

  211. Pay Versus Performance Relationship Descriptions

    NEOs and our non-GAAP operating income growth for fiscal years 2021, 2022, 2023 and 2024, each as set forth in the pay versus performance table above.

  212. Directors

    Directors The following directors are being nominated for election by our Board, including our CEO and our other executive officers on our Board:

  213. Directors

    | Awo Ablo | George H. Conrades | Leon E. Panetta | | Jeffrey S. Berg | Lawrence J. Ellison | William G. Parrett | | Michael J. Boskin | Rona A. Fairhead | Naomi O. Seligman | | Safra A. Catz | Jeffrey O. Henley | | | Bruce R. Chizen | Charles W. Moorman | |

  214. 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” beginning on page 9.