Form DEF 14A - Other definitive proxy statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under Section 240.14a-12

Oracle Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

September 22, 2023

To our Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Oracle Corporation. Our Annual Meeting will be held on Wednesday, November 15, 2023, at 10:00 a.m., Central Time. The 2023 Annual Meeting of Stockholders will be a virtual meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions via the Internet.

We describe in detail the actions we expect to take at the Annual Meeting in the following Notice of 2023 Annual Meeting of Stockholders and proxy statement. We have also made available a copy of our Annual Report on Form 10-K for fiscal 2023. We encourage you to read the Form 10-K, which includes information on our operations, products and services, as well as our audited financial statements.

This year, we will again be using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. We believe that this process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. We will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the Form 10-K and vote electronically via the Internet. This notice will also contain instructions on how to receive a paper copy of the proxy materials. All stockholders who are not sent a notice, or who otherwise request, will be sent a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email. See “Questions and Answers about the Annual Meeting” beginning on page 93 for more information.

Please use this opportunity to take part in our corporate affairs by voting your shares on the business to come before this meeting. Whether or not you plan to attend the meeting, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope. See “How Do I Vote?” on pages 8 and 9 of the proxy statement for more details. Voting electronically, by telephone or by returning your proxy card does NOT deprive you of your right to attend the virtual meeting and to vote your shares during the meeting for the matters acted upon at the meeting. If you cannot attend the virtual meeting, we invite you to listen to a recording following the Annual Meeting through November 22, 2023 by going to www.virtualshareholdermeeting.com/ORCL2023 or our website at www.oracle.com/investor.

Sincerely,

LOGO

Lawrence J. Ellison

Chairman and Chief Technology Officer

LOGO

2300 Oracle Way

Austin, Texas 78741

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS


TIME AND DATE		10:00 a.m., Central Time, on Wednesday, November 15, 2023

LOCATION		The meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/ORCL2023.

REPLAY		A recording of the meeting will be available at www.virtualshareholdermeeting.com/ORCL2023 and on our website at www.oracle.com/investor following the Annual Meeting through November 22, 2023.

ITEMS OF BUSINESS		(1) To elect 15 director nominees to serve on the Board of Directors until our 2024 Annual Meeting of Stockholders. (2) To hold an advisory vote to approve the compensation of our named executive officers. (3) To hold an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. (4) To approve an amendment to the Oracle Corporation Amended and Restated 2020 Equity Incentive Plan. (5) To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024. (6) To consider and act on two stockholder proposals, if properly presented at the Annual Meeting. (7) To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

RECORD DATE		September 18, 2023

PROXY VOTING		It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

MEETING ADMISSION		You are entitled to attend the Annual Meeting online, vote and submit one question during the meeting by visiting www.virtualshareholdermeeting.com/ORCL2023 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials) or on the instructions that accompanied your proxy materials. You will only be entitled to vote and submit a question at the Annual Meeting if you are a stockholder as of the close of business on September 18, 2023, the record date. More details on how to participate in this year’s virtual meeting can be found on pages 8 and 9 and in the “Questions and Answers about the Annual Meeting” beginning on page 93. In the event of a technical malfunction or other situation that at the discretion of the Chairman of the Board of Directors may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, the Chairman or Corporate Secretary of Oracle will convene the meeting at 4:00 p.m., Central Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on the Investors page of Oracle’s website at www.oracle.com/investor.



		Brian S. Higgins Senior Vice President and Corporate Secretary September 22, 2023

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1

HOW DO I VOTE?			8

BOARD OF DIRECTORS			10

Nominees for Directors			10

Communications with the Board			17

Board Meetings			17

Committees, Membership and Meetings			18

Director Compensation			21

CORPORATE GOVERNANCE			24

Corporate Governance Guidelines			24

Proxy Access and Director Nominations			25

Majority Voting Policy			25

Prohibition on Speculative Transactions and Pledging Policy			26

Board and Committee Performance Evaluations			28

Stock Ownership Guidelines for Directors and Senior Officers			29

Board Leadership Structure			29

The Board’s Role in Risk Oversight			30

Board of Directors and Director Independence			31

Director Tenure, Board Refreshment and Diversity			32

Stockholder Engagement			33

Human Capital Management			33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35

DELINQUENT SECTION 16(a) REPORTS			36

EXECUTIVE COMPENSATION			37

Compensation Discussion and Analysis			37

Executive Summary			37

Objectives of Our Executive Compensation Program			42

Human Capital and Compensation Best Practices			43

Determination of Executive Compensation Amounts for Fiscal 2023			43

Elements of Our Executive Compensation Program			46

Other Factors in Setting Executive Compensation			50

Compensation Recovery (Clawback) Policy			52

Compensation Committee Report			52

Fiscal 2023 Summary Compensation Table			53

Grants of Plan-Based Awards During Fiscal 2023 Table			54

Outstanding Equity Awards at Fiscal 2023 Year-End Table			55

Option Exercises and Stock Vested During Fiscal 2023 Table			56

Fiscal 2023 Non-Qualified Deferred Compensation Table			56

Potential Payments Upon Termination or Change in Control			57

Equity Compensation Plan Information			59

CEO PAY RATIO			59

PAY VERSUS PERFORMANCE			60

TRANSACTIONS WITH RELATED PERSONS			64

LEGAL PROCEEDINGS			67

PROPOSAL NO. 1: ELECTION OF DIRECTORS			69

PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			70

PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			72

PROPOSAL NO. 4: APPROVAL OF AN AMENDMENT TO THE ORACLE CORPORATION AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN			73


		2023 Annual Meeting of Stockholders


PROPOSAL NO. 5: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			82

REPORT OF THE FINANCE AND AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			83

PROPOSAL NO. 6: STOCKHOLDER PROPOSAL REGARDING PAY GAP REPORT			84

PROPOSAL NO. 7: STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN			89

STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING			92

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			93

NO INCORPORATION BY REFERENCE			100

OTHER BUSINESS			100

HOUSEHOLDING			100

APPENDIX A			A-1


2023 Annual Meeting of Stockholders

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review our Annual Report on Form 10-K for fiscal 2023 and the contents of this proxy statement. Fiscal 2023 began on June 1, 2022 and ended on May 31, 2023. Fiscal 2024 began on June 1, 2023 and ends on May 31, 2024.

The Notice of Internet Availability of Proxy Materials, this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our Annual Report on Form 10-K for fiscal 2023, were first made available to stockholders on or about September 22, 2023.

2023 Annual Meeting of Stockholders

Date and Time

Wednesday, November 15, 2023

10:00 a.m., Central Time

Location

Online via live audio webcast at www.virtualshareholdermeeting.com/ORCL2023

Record Date

You will only be entitled to vote and submit a question for the Annual Meeting if you are a stockholder as of the close of business on September 18, 2023, the record date.

Replay

A recording of the meeting will be available on our website at www.oracle.com/investor and at www.virtualshareholdermeeting.com/ORCL2023 following the Annual Meeting through November 22, 2023.

Voting and Attendance

You may vote on the Internet, by telephone, by mail or during the Annual Meeting if you are a stockholder as of the close of business on the record date. You are entitled to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/ORCL2023 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials.

Submitting a Question

You may submit one question either in advance of or during the Annual Meeting if you are a stockholder as of the close of business on the record date. You may submit a question in advance of the meeting at www.proxyvote.com by logging in with your 16-digit control number. During the Q&A session at the Annual Meeting, we will endeavor to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct.

Voting Roadmap



Agenda Item	Board Recommendation	Page

• Election of 15 directors	FOR Each Nominee	69

• Advisory vote to approve the compensation of our named executive officers (NEOs)	FOR	70

• Advisory vote on the frequency of future advisory votes on the compensation of our NEOs	ONE YEAR	72

• Approval of an amendment to the Oracle Corporation Amended and Restated 2020 Equity Incentive Plan (2020 Equity Plan)	FOR	73

• Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024	FOR	82

• Stockholder proposals	AGAINST	84


		2023 Annual Meeting of Stockholders 1

Director Nominees

In Proposal No. 1, we are asking you to vote FOR each of the 15 director nominees listed below. Each director attended at least 75% of all Board meetings and applicable committee meetings during fiscal 2023.



Nominee	Age	Director Since	Independent	Current Committees

Awo Ablo Executive Vice President, Strategy and Partnerships, Tony Blair Institute for Global Change	51	2022

Jeffrey S. Berg Chairman, Northside Services, LLC; Former Chairman and CEO, International Creative Management, Inc.	76	1997		• Independence (Chair) • Finance and Audit • Governance

Michael J. Boskin* Tully M. Friedman Professor of Economics and Wohlford Family Hoover Institution Senior Fellow, Stanford University	77	1994		• Finance and Audit (Chair)

Safra A. Catz CEO, Oracle Corporation	61	2001

Bruce R. Chizen Senior Adviser, Permira Advisers LLP; Strategic Advisor, Voyager Capital; Former CEO, Adobe Systems Incorporated	68	2008		• Governance (Chair) • Finance and Audit

George H. Conrades Executive Advisor and Former Chairman and CEO, Akamai Technologies, Inc.; Managing Partner, Longfellow Venture Partners	84	2008		• Compensation (Chair) • Independence

Lawrence J. Ellison Chairman, Chief Technology Officer (CTO) and Founder, Oracle Corporation	79	1977

Rona A. Fairhead Former Minister of State, U.K. Department for International Trade; Former Chair, BBC Trust; Former Chair and CEO, Financial Times Group Limited	62	2019		• Finance and Audit

Jeffrey O. Henley Vice Chairman of the Board, Oracle Corporation	78	1995

Renée J. James Chairman and CEO, Ampere Computing LLC; Operating Executive, The Carlyle Group; Former President, Intel Corporation	59	2015

Charles W. Moorman Senior Advisor and Former CEO, Amtrak; Former CEO, Norfolk Southern Corporation	71	2018		• Compensation • Independence

Leon E. Panetta Co-founder and Chairman, Panetta Institute for Public Policy; Former U.S. Secretary of Defense; Former Director of the Central Intelligence Agency	85	2015		• Compensation • Governance

William G. Parrett Former CEO, Deloitte Touche Tohmatsu	78	2018		• Governance

Naomi O. Seligman Senior Partner, Ostriker von Simson, Inc.	85	2005		• Compensation (Vice Chair)

Vishal Sikka Founder and CEO, Vianai Systems, Inc.; Former CEO and Managing Director, Infosys Limited	56	2019

*	Current lead independent director. See “Corporate Governance—Board Leadership Structure” on page 29 for more information.


2 2023 Annual Meeting of Stockholders

Corporate Governance Highlights



Board of Directors	Stockholder Rights and Engagement	Governance Best Practices

Ongoing Board refreshment: 5 new directors added in the last 6 fiscal years Separate Board Chair and Chief Executive Officer (CEO) roles Lead independent director Majority of independent directors (10 out of 15) 100% independent Board committees 40% of Board members are women and/or come from a diverse background Annual director elections Annual Board and committee performance evaluations, including individual director interviews	Single class of voting stock No supermajority voting provisions Stockholder proxy access Stockholder right to call a special meeting (20%) Stockholder right to act by written consent Active stockholder outreach and engagement program	Robust director and senior officer stock ownership guidelines Anti-hedging policy applicable to all employees and directors Anti-pledging policy applicable to all employees and directors except Mr. Ellison Director majority voting and mandatory resignation policy

Stockholder Engagement and Board Responsiveness

We have a long tradition of engaging with our stockholders to solicit their views on a wide variety of issues, including corporate governance, environmental and social matters, executive compensation and other issues. Our directors and members of our Legal and Investor Relations teams engage with stockholders throughout the year. The feedback received from our stockholder engagement efforts is communicated to and considered by the Board, and, when appropriate, the Board implements changes in response to stockholder feedback.

Independent Director Engagement. On a regular basis, representatives of our independent directors hold meetings with our stockholders covering a wide range of topics, which have recently included executive compensation, Board refreshment and leadership structure, diversity and inclusion and other corporate governance matters. The meetings tend to be between our largest institutional stockholders and all of the members of our Compensation Committee. Neither our Chairman nor our CEO participates in these meetings. We provide an open forum to our stockholders to discuss and comment on any aspects of our executive compensation program and any governance matters. The Board believes these meetings are important because they foster a relationship of accountability between the Board and our stockholders and help us better understand and respond to our stockholders’ priorities and perspectives.

In fiscal 2023, all members of our Compensation Committee held meetings with eight large institutional stockholders. Thus far in fiscal 2024, we have reached out to ten large institutional stockholders to set up meetings with members of the Compensation Committee and the full Compensation Committee has already held video conference meetings with six large institutional stockholders.

Executive Director Engagement. As part of our regular Investor Relations engagement program, our executive directors hold meetings with a number of our institutional stockholders throughout the year. We also hold an annual financial analyst meeting at Oracle CloudWorld in Las Vegas where analysts are invited to hear presentations from key members of our management team, including our executive directors.


		2023 Annual Meeting of Stockholders 3

Legal and Investor Relations Engagement. Members of our Legal and Investor Relations teams also engage with stockholders throughout the year. After our proxy statement is filed, these teams offer to re-engage with stockholders in order to discuss matters on the annual stockholder meeting agenda and solicit feedback. When appropriate, independent directors join these discussions.

Say-on-Pay Vote Outcome and Board Responsiveness. Stockholders approved our advisory say-on-pay proposal at our 2022 Annual Meeting with 67% of the votes cast voting in favor of the compensation of our NEOs. While this result represents an incremental improvement compared to 2021, our Board remains committed to understanding stockholder views and looks forward to increasing levels of support in the future. As described above, all members of the Compensation Committee have met with and continue to engage with stockholders in order to actively understand what actions the Compensation Committee may take to address stockholder concerns.


4 2023 Annual Meeting of Stockholders

Below is a summary of the Board’s response to the most significant feedback received from stockholders.


		What We Heard		The Board’s Response
		With respect to the performance-based stock options (PSOs) held by Mr. Ellison and Ms. Catz: ☐ Oracle should continue to honor the commitment not to grant any new equity awards to Mr. Ellison or Ms. Catz during the eight-year performance period of the PSOs ☐ Some stockholders supported the extension of the PSO performance period in fiscal 2022 and consider the PSO goals to be appropriate drivers of Oracle’s business, while other stockholders expressed concern that the performance period was extended with no change to the performance metrics ☐ Executive compensation should be linked with company performance and the creation of stockholder value, and some stockholders questioned whether the PSO goals would achieve that result ☐ The PSOs may pay out at a high amount if the remaining operational performance goals are met ☐ Following the expiration of the PSO performance period in May 2025, the Compensation Committee should implement a new performance-based equity program for Mr. Ellison and Ms. Catz with metrics that are aligned with stockholder value and key drivers of long-term growth		The Compensation Committee honored its commitment to our stockholders to not grant any new equity awards to Mr. Ellison or Ms. Catz during the extended eight-year performance period of the PSOs, which runs through May 31, 2025, and did not grant new equity awards to Mr. Ellison or Ms. Catz during fiscal 2023. The Compensation Committee believes that the current design of the PSO program with the extended performance period directly links the long-term incentive compensation of Mr. Ellison and Ms. Catz with challenging goals related to our cloud offerings and stockholder returns and aligns with the Board’s long-term strategic plan. The Compensation Committee has certified that all six market capitalization goals have been achieved and that one matching operational performance goal (the attainment of $10 billion in non-GAAP total SaaS revenues) was achieved in fiscal 2023. The second tranche of PSOs vested in June 2023. The first tranche vested in June 2021 upon the attainment of an $80 stock price goal. The PSOs represent eight-years of equity compensation for Mr. Ellison and Ms. Catz. Stockholders have benefitted from the over $100 billion increase in Oracle’s market capitalization since the PSOs were put in place and the 47% increase in Oracle’s stock price during fiscal 2023. The Compensation Committee has not determined the structure of the next performance-based equity program that will be put in place for Mr. Ellison and Ms. Catz in 2025, but the directors intend to take stockholder feedback into account when making decisions regarding the new program. See page 39 for additional details regarding the PSOs.
		All NEOs should receive performance-based equity awards rather than time-based equity awards		The Compensation Committee awarded time-based long-term incentive compensation in the form of RSUs to Messrs. Henley, Levey and Screven due to the critical nature of their roles at Oracle. In granting these awards, the Compensation Committee sought to provide strong retention incentives with upside tied to stockholder returns. The Compensation Committee believes that awarding performance-based long-term incentive compensation to these executive officers could create undesirable incentives and therefore granted time-based awards to more appropriately balance their incentives. See pages 47 and 48 for additional details on the Compensation Committee’s decision to grant time-based long-term incentive compensation to Messrs. Henley, Levey and Screven.
		Please provide additional disclosure regarding how the Compensation Committee determines the amounts of discretionary bonuses, if any, paid to NEOs		See page 47 for information regarding the process the Compensation Committee follows and the factors the Compensation Committee considers when awarding discretionary bonuses, as well as the Compensation Committee’s determination of the discretionary bonus paid to Mr. Levey in fiscal 2023.


		2023 Annual Meeting of Stockholders 5


		What We Heard		The Board’s Response
		Several members of the Board are long tenured and there is concern that they may not effectively challenge management		The Board believes 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 has worked diligently to identify and interview qualified candidates. The Board most recently elected Ms. Ablo in fiscal 2022, Dr. Sikka and Mrs. Fairhead in fiscal 2020 and Messrs. Moorman and Parrett in fiscal 2018. The Board 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.
		Mr. Ellison’s pledging of Oracle common stock may pose a risk to stockholders		The Nomination and Governance Committee the (Governance Committee) reviews Mr. Ellison’s pledging arrangements and any associated risks on a quarterly basis and reports on such arrangements and risks to the Finance and Audit Committee (F&A Committee) and the Board. The Governance Committee periodically seeks outside advice and counsel in connection with its oversight of Mr. Ellison’s pledging arrangements. The Governance Committee believes that Mr. Ellison’s pledging arrangements do not pose a material risk to stockholders or to Oracle for several reasons, including the Governance Committee’s belief that Mr. Ellison has the financial capacity to repay his personal term loans without resorting to the pledged shares. See pages 26 and 27 for details on our Pledging Policy and the Governance Committee’s review of Mr. Ellison’s pledging arrangements.
		Provide clarity regarding the Board’s role in succession planning		The Board of Directors’ risk oversight includes succession planning for management and the Board. As set forth in our Corporate Governance Guidelines, the Governance Committee periodically reviews and assesses the adequacy of Oracle’s policies, plans and procedures with respect to succession planning, including policies and principles for CEO selection and performance review, as well as policies regarding succession in both the ordinary course of business and in the event of unexpected events or emergencies. 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 receives regular presentations on different areas of our business from management leaders, which allows the directors to evaluate members of management for succession planning purposes.


6 2023 Annual Meeting of Stockholders

Fiscal 2023 Named Executive Officers (NEOs)

Lawrence J. Ellison

Chairman and CTO*

Safra A. Catz

CEO**

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 2023, we have included his compensation in the presentation of the compensation tables as voluntary disclosure

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

Human Capital and Compensation Best Practices

Best Practices We Employ

LOGO Compensation Committee has general oversight over all matters related to human capital management and reviews attrition data and diversity metrics for employees at all career levels

LOGO Diversity metrics and EEO-1 statement are publicly available on our Diversity and Inclusion website

LOGO High proportion of compensation for our CEO and CTO is performance-based and aligned with stockholders’ interests

LOGO Caps on maximum payout of bonuses and performance-based equity awards

LOGO Robust stock ownership guidelines

LOGO Disciplined dilution rates from equity awards

LOGO Compensation recovery (clawback) policy in the event of a financial restatement or significant misconduct

LOGO Independent Compensation Committee

LOGO Annual risk assessment of compensation programs

LOGO Independent compensation consultant

LOGO Anti-pledging policy applicable to all employees and directors except Mr. Ellison

LOGO Anti-hedging policy applicable to all employees and directors

LOGO Executive Bonus Plan applicable to executive officers directly responsible for Oracle’s financial performance uses pre-established financial performance metrics

LOGO Compensation-focused stockholder engagement

Practices We Avoid

× 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


		2023 Annual Meeting of Stockholders 7

LOGO

PROXY STATEMENT

We are providing these proxy materials in connection with Oracle Corporation’s 2023 Annual Meeting of Stockholders (the Annual Meeting). The Notice of Internet Availability of Proxy Materials (the Notice), this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our most recently filed Annual Report on Form 10-K, were first made available to stockholders on or about September 22, 2023. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

HOW DO I VOTE?

Your vote is important. You may vote on the Internet, by telephone, by mail or during the Annual Meeting, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card or voting instruction card.

Telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Time, on November 14, 2023.

Ø	Vote on the Internet

If you are a stockholder of record, you may submit your proxy by going to www.proxyvote.com and following the instructions provided in the Notice. If you requested printed proxy materials, you may follow the instructions provided with your proxy materials and on your proxy card. If your shares are held with a broker, you will need to go to the website provided on your Notice or voting instruction card. Have your Notice, proxy card or voting instruction card in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.

Ø	Vote by Telephone

If you are a stockholder of record, you can also vote by telephone by dialing 1-800-690-6903. If your shares are held with a broker, you can vote by telephone by dialing the number specified on your voting instruction card. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded. Have your proxy card or voting instruction card in hand when you call.

Ø	Vote by Mail

If you have requested printed proxy materials, you may choose to vote by mail, by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided. If the envelope is missing and you are a stockholder of record, please mail your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If the envelope is missing and your shares are held with a broker, please mail your completed voting instruction card to the address specified therein. Please allow sufficient time for mailing if you decide to vote by mail.

Please note that if you received a Notice, you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet and how to request paper copies of the proxy materials.

Ø	Voting at the Annual Meeting

The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote on the virtual meeting platform. The shares voted electronically, telephonically, or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.


8 2023 Annual Meeting of Stockholders

Ø	Attending the Annual Meeting

This year’s Annual Meeting will be held in a virtual format only. The accompanying proxy materials and the meeting’s website, www.virtualshareholdermeeting.com/ORCL2023, include instructions on how to participate in the meeting and how you may vote your shares of Oracle stock. To be admitted to the Annual Meeting online, vote and submit a question during the meeting, you must enter the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves enough time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

We encourage you to access the Annual Meeting before it begins. Online check-in will start 15 minutes before the meeting on November 15, 2023. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the meeting log-in page.

Q&A at the Annual Meeting

During the question and answer session, we will address questions submitted in advance of, and questions submitted live during, the Annual Meeting that comply with our meeting rules of conduct. You may submit one question either in advance of or during the meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials. Alternatively, you may submit a question during the Annual Meeting through www.virtualshareholdermeeting.com/ORCL2023.

Please identify yourself when submitting a question. We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. The meeting rules of conduct will be available during the Annual Meeting at www.virtualshareholdermeeting.com/ORCL2023. We reserve the right to edit any inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Oracle’s business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition in the interest of time and fairness to all stockholders.

The question and answer session will be accessible following the meeting as part of the recording of the meeting that will be available at www.virtualshareholdermeeting.com/ORCL2023 and on our website at www.oracle.com/investor following the Annual Meeting through November 22, 2023.


		2023 Annual Meeting of Stockholders 9

BOARD OF DIRECTORS

Nominees for Directors

Our Board of Directors (the Board) consists of 15 directors, all of whom stood for election at our last annual meeting of stockholders.

Ø	Director Qualifications

Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 24) 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 32 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.

Industry Knowledge and Experience

We seek to have directors with experience as executives or directors or in other leadership positions in the particular technology industries in which we compete because our success depends on developing and investing in innovative products and technologies. This experience is critical to the Board’s ability to understand our products and business, assess our competitive position within the technology industry and the strengths and weaknesses of our competitors, maintain awareness of technology trends and innovations, and evaluate potential acquisitions and our acquisition strategy.

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.


10 2023 Annual Meeting of Stockholders

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.

The Board evaluates its own composition in the context of the diverse experiences and perspectives that the directors collectively bring to the boardroom. Their backgrounds provide the Board with vital insights in areas such as:



Finance and Accounting	Technology Industry	Cybersecurity and Risk Management	Mergers and Acquisitions

Operation of Global Organizations	Healthcare Industry	Governmental Affairs and Regulation	Strategic Transformation

International Tax and Monetary Policy	Intellectual Property and Artificial Intelligence	Executive Leadership and Talent Development	Customer Perspective


		2023 Annual Meeting of Stockholders 11

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 18, 2023, the record date for the Annual Meeting.


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Recommendations of Director Candidates

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 25 and “Stockholder Proposals for the 2024 Annual Meeting” on page 92. 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 16, 2024. However, we note that this date does not supersede any of the requirements or timing set forth in our Bylaws.

Communications with the Board

Any person wishing to communicate with any of our directors, including our lead independent director and our other independent directors, regarding bona fide issues about Oracle may send an email to Corporate_Secretary@oracle.com or may write to the director(s), c/o the Corporate Secretary of Oracle at 2300 Oracle Way, Austin, Texas 78741. The Corporate Secretary will periodically forward relevant communications to the appropriate directors or committees of the Board. In addition, we present all such communications, as well as draft responses, at meetings of our Governance Committee. These communications and draft responses are also provided to the appropriate committee or group of directors based on the subject matter of the communication; for example, communications regarding executive compensation are provided to our Compensation Committee, in addition to our Governance Committee.

Board Meetings

Our business, property and affairs are managed under the direction of the Board. Members of the Board are kept informed of our business through discussions with our Chairman, Vice Chairman, CEO, Chief Legal Officer, Corporate Secretary and other officers and employees, by reviewing materials provided to them and by participating in meetings of the Board and its committees.

During fiscal 2023, the Board met four times. Each director attended at least 75% of all Board and applicable committee meetings in fiscal 2023. Board members are expected to attend our annual meeting of stockholders, and all of our directors attended our last annual meeting of stockholders in November 2022.

Number of Board and Committee Meetings Fiscal 2023

LOGO


		2023 Annual Meeting of Stockholders 17

Board members are also given the opportunity to attend director education sessions throughout the year. The sessions feature presentations by members of management on different areas of our business. Although these sessions are not mandatory, many of our directors choose to participate.

Committees, Membership and Meetings

The current standing committees of the Board are the F&A Committee, the Governance Committee, the Compensation Committee and the Committee on Independence Issues (Independence Committee).

Each committee reviews its charter at least annually, or more frequently as legislative and regulatory developments and business circumstances warrant. Each of the committees may make additional recommendations to our Board for revision of its charter to reflect evolving best practices. The charters for the F&A, Governance, Compensation and Independence Committees are posted on our website at www.oracle.com/goto/corpgov.

Committee Membership

The table below identifies committee membership as of September 18, 2023, the record date of the Annual Meeting.



Director	Finance and Audit	Compensation	Governance	Independence

Awo Ablo

Jeffrey S. Berg				Chair

Michael J. Boskin	Chair

Safra A. Catz

Bruce R. Chizen			Chair

George H. Conrades		Chair

Lawrence J. Ellison

Rona A. Fairhead

Jeffrey O. Henley

Renée J. James

Charles W. Moorman

Leon E. Panetta

William G. Parrett

Naomi O. Seligman		Vice Chair

Vishal Sikka

The Board has determined that all directors who served during fiscal 2023 on the Compensation, F&A, Governance and Independence Committees were independent under the applicable New York Stock Exchange (NYSE) listing standards during the periods they served on those committees. The Board has also determined that all directors who served during fiscal 2023 on the Compensation and F&A Committees satisfied the applicable NYSE and U.S. Securities and Exchange Commission (SEC) heightened independence standards for members of compensation and audit committees during the periods they served on those committees. See “Corporate Governance—Board of Directors and Director Independence” on pages 31 and 32 for more information.


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The Finance and Audit Committee

The F&A Committee oversees our accounting and financial reporting processes and the audit and integrity of our financial statements, assists the Board in fulfilling its oversight responsibilities regarding audit, finance, accounting, cybersecurity, tax and legal compliance and risk, and evaluates merger and acquisition transactions and investment transactions proposed by management. In particular, the F&A Committee is responsible for overseeing the engagement, independence, compensation, retention and services of our independent registered public accounting firm. The F&A Committee’s primary responsibilities and duties are to:

•

act as an independent and objective party to monitor our financial reporting process and internal control over financial reporting;

•

review and appraise the audit efforts of our independent registered public accounting firm;

•

receive regular updates from our internal audit department regarding our internal audit plan and compliance with various policies and operational processes across all lines of business;

•

evaluate our quarterly financial performance at earnings review meetings;

•

consider and review acquisition and investment candidates and opportunities identified by management;

•

oversee management’s establishment and enforcement of financial policies and business practices;

•

oversee our compliance with laws and regulations and our Code of Ethics and Business Conduct;

•

provide an open avenue of communication between the Board and the independent registered public accounting firm, Chief Legal Officer, financial and senior management, Chief Compliance & Ethics Officer and internal audit department;

•

review and discuss 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; and

•

produce the Report of the Finance and Audit Committee of the Board, included elsewhere in this proxy statement, as required by SEC rules.

The F&A Committee held executive sessions with our independent registered public accounting firm on four occasions in fiscal 2023. The Board has determined that Dr. Boskin and Mrs. Fairhead each qualify as an “audit committee financial expert” as defined by SEC rules.

The Compensation Committee

The Compensation Committee helps us attract, retain and incentivize talented executives. The Compensation Committee’s primary responsibilities and duties are to:

•

review and approve all compensation arrangements of our CEO and our other executive officers, including, as applicable, base salaries, bonuses and equity awards;

•

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

•

lead the Board in its evaluation of the performance of our CEO;

•

review and discuss the Compensation Discussion and Analysis (CD&A) portion of our proxy statement with management and determine whether to recommend to the Board that the CD&A be included in our proxy statement;

•

review the Compensation Committee Report for inclusion in our proxy statement, as required by SEC rules;

•

review and monitor matters related to human capital management, including talent acquisition and retention;

•

review, approve and administer our stock plans and approve equity awards to certain participants;

•

annually assess the risks associated with our compensation practices, policies and programs applicable to our employees to determine whether such risks are appropriate or reasonably likely to have a material adverse effect on Oracle;


		2023 Annual Meeting of Stockholders 19

•

oversee and review compliance with the stock ownership guidelines for our directors and senior officers; and

•

oversee our 401(k) Plan Committee and amend the Oracle Corporation 401(k) Savings and Investment Plan (the 401(k) Plan) when appropriate.

In determining any component of executive or director compensation, the Compensation Committee considers the aggregate amounts and mix of all components in its decisions. Our legal department, human resources department and the Compensation Committee’s independent compensation consultant support the Compensation Committee in its work. For additional details regarding the Compensation Committee’s role in determining executive compensation, including its engagement of an independent compensation consultant, refer to “Executive Compensation—Compensation Discussion and Analysis” beginning on page 37. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Equity Awards and Grant Administration” on page 48 for a discussion of the Compensation Committee’s role as the administrator of our stock plans and for a discussion of our policies and practices regarding the grant of our equity awards.

Risk Assessment of Compensation Policies and Practices

The Compensation Committee, in consultation with management and Compensia, Inc., the committee’s independent compensation consultant, has assessed the compensation policies and practices applicable to our executive officers and other employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on Oracle. The Compensation Committee conducts this assessment annually.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has ever been an officer or employee of Oracle or of any of our subsidiaries or affiliates or has had any relationship with Oracle requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. During the last fiscal year:

•

none of our executive officers served on the board of directors of any other entity, any officers of which served on our Compensation Committee; and

•

none of our executive officers served on the compensation committee of any other entity, any officers of which served either on our Board or on our Compensation Committee.

The Nomination and Governance Committee

The Governance Committee’s primary responsibilities and duties are to:

•

review and evaluate the size, composition, function and duties of the Board consistent with its needs; identify, consider, recommend and assist in recruiting qualified candidates for election to the Board;

•

review and reassess the adequacy of our corporate governance policies and procedures, including our Corporate Governance Guidelines;

•

review the performance of the Board and its committees (including reviewing the performance of individual directors);

•

review and assess the adequacy of our policies, plans and procedures regarding succession planning;

•

oversee compliance with our Policy on Pledging Oracle Securities (see pages 26 and 27 for details) and risks related to pledging arrangements; and

•

oversee and periodically review our environmental, social and governance (ESG) programs, including environmental sustainability.


20 2023 Annual Meeting of Stockholders

The Committee on Independence Issues

The Independence Committee is comprised solely of independent directors and is charged with reviewing and approving individual transactions, or a series of related transactions, involving amounts in excess of $120,000 between us (or any of our subsidiaries) and any of our affiliates, such as an executive officer, director or owner of 5% or more of our common stock. The Independence Committee’s efforts are intended to ensure that each proposed related person transaction is on terms that, when taken as a whole, are fair to us. If any member of the Independence Committee would derive a direct or indirect benefit from a proposed transaction, he or she is excused from the review and approval process with regard to that transaction. The role of the Independence Committee also encompasses monitoring of related person relationships as well as reviewing proposed transactions and other matters for potential conflicts of interest and possible corporate opportunities in accordance with our Global Conflict of Interest Policy. In addition, the Independence Committee evaluates and makes recommendations to the Board regarding the independence of each non-employee director under the applicable NYSE listing standards.

Director Compensation

Highlights



		Initial and annual equity awards capped at a maximum dollar value				Emphasis on equity to align director compensation with our stockholders’ long-term interests

		No committee chair equity awards				No per-meeting fees

		Stockholder-approved limits on equity awards				No performance-based equity awards

		Robust stock ownership guidelines (see page 29 for details)				No retirement benefits or perquisites

Overview

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.


		2023 Annual Meeting of Stockholders 21

Ø	Annual Equity Grant for Directors

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, 2023. As noted above, no additional equity awards were granted to committee chairs or vice chairs.



Grant Type	Stockholder-Approved Equity Award Limit	Board-Approved Grant Value Limit	Equity Actually Granted on May 31, 2023 (1)	% Reduction from Stockholder-Approved Limits (2)

Board Annual Grant	45,000 options (or 11,250 RSUs)	$350,000	3,303 RSUs	71%

(1)	Calculated by dividing the grant value limit of $350,000 by the closing price of Oracle common stock on the date of grant ($105.94 per share), rounding down to the nearest whole share.

(2)	Approximate percentage reduction in the number of RSUs actually granted on May 31, 2023 compared to stockholder-approved equity award limits.

Ø	Initial Equity Grant for New Directors

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.

Ø	Cash Retainer Fees for Directors

In fiscal 2023, 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.


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 and Compensation Committees	$	25,000
Governance and Independence Committees	$	15,000


22 2023 Annual Meeting of Stockholders

Fiscal 2023 Director Compensation Table

The following table provides summary information regarding the compensation we paid to our non-employee directors in fiscal 2023.



Name	Fees Earned or Paid in Cash ($)	Stock Awards (1) (2) ($)	Total ($)

Awo Ablo	52,500	344,899	397,399

Jeffrey S. Berg	122,500	344,899	467,399

Michael J. Boskin	102,500	344,899	447,399

Bruce R. Chizen	107,500	344,899	452,399

George H. Conrades	117,500	344,899	462,399

Rona A. Fairhead	77,500	344,899	422,399

Renée J. James	52,500	344,899	397,399

Charles W. Moorman	92,500	344,899	437,399

Leon E. Panetta	92,500	344,899	437,399

William G. Parrett	67,500	344,899	412,399

Naomi O. Seligman	77,500	344,899	422,399

Vishal Sikka	52,500	344,899	397,399

(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 2023 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 2023.

(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, 2023.



Name	Total Unvested RSUs Outstanding at Fiscal 2023 Year End (#)	RSUs Granted During Fiscal 2023 (a) (#)	Total Option Awards Outstanding at Fiscal 2023 Year End (#)

Awo Ablo	3,303	3,303	—

Jeffrey S. Berg	3,303	3,303	67,500

Michael J. Boskin	3,303	3,303	135,000

Bruce R. Chizen	3,303	3,303	—

George H. Conrades	3,303	3,303	67,500

Rona A. Fairhead	3,303	3,303	—

Renée J. James	3,303	3,303	9,375

Charles W. Moorman	3,303	3,303	—

Leon E. Panetta	3,303	3,303	37,500

William G. Parrett	3,303	3,303	—

Naomi O. Seligman	3,303	3,303	22,500

Vishal Sikka	3,303	3,303	—

(a)

The RSUs reported in this column were granted on May 31, 2023 and vest on the first anniversary of the date of grant (May 31, 2024).


		2023 Annual Meeting of Stockholders 23

CORPORATE GOVERNANCE

We regularly monitor developments in corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal laws affecting corporate governance, as well as rules adopted by the SEC and NYSE. We believe we have in place corporate governance procedures and practices that are designed to enhance our stockholders’ interests.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines (the Guidelines), which address the following matters:

•

director qualifications;

•

director majority voting and mandatory resignation policy;

•

director responsibilities, including risk oversight;

•

executive sessions and leadership roles, including the duties of the lead independent director;

•

director conflicts of interest;

•

Board committees;

•

director access to officers and employees;

•

director compensation;

•

director orientation and continuing education;

•

director and senior officer stock ownership requirements;

•

CEO evaluations;

•

stockholder communications with the Board;

•

performance evaluations of the Board and its committees; and

•

management succession.

The Guidelines require all members of the F&A, Compensation, Governance and Independence Committees to be independent, each in accordance with or as defined in the rules adopted by the SEC and the NYSE. The Independence Committee and the Board make this determination annually for all non-employee directors.

The Board and each committee have the power to hire legal, accounting, financial or other outside advisors as they deem necessary in their best judgment without the need to obtain the prior approval of any officer of Oracle. Directors have full and free access to officers and employees of Oracle and may ask questions and conduct investigations as they deem appropriate to fulfill their duties.

Conflict of interest expectations for our non-employee directors are addressed in the Guidelines and provide that each non-employee director must disclose to our Chief Legal Officer:

•

all of his or her executive, employment, board of directors, advisory board or equivalent positions in other organizations annually;

•

any such proposed positions with a public company before they become effective and any such positions with a private company promptly following his or her appointment to such entity; and

•

any potential conflicts of interest that may arise from time to time with respect to matters under consideration of the Board.

The Chief Legal Officer must report all such disclosures to the Independence Committee, and the Board must consider such disclosures and other available information and take such actions as it considers appropriate. All directors are expected to comply with Oracle’s Code of Ethics and Business Conduct, except that for our non-employee directors, the provisions regarding conflicts of interest in the Guidelines supersede these same provisions in the Code of Ethics and Business Conduct.

The Guidelines provide for regular executive sessions to be held by non-employee directors. The Guidelines also provide that the Board or Oracle will establish or provide access to appropriate orientation programs or materials for the benefit of newly elected directors, including presentations from senior management and visits to Oracle’s facilities.


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Under the Guidelines, the Board periodically evaluates the appropriate size of the Board and may make any changes it deems appropriate. The Compensation Committee is required under the Guidelines to conduct an annual review of our CEO’s performance and compensation, and the Board reviews the Compensation Committee’s report to ensure the CEO is providing the best leadership for Oracle in the short and long term.

The Guidelines are posted, and we intend to disclose any future amendments to the Guidelines, on our website at www.oracle.com/goto/corpgov.

Proxy Access and Director Nominations

Under our proxy access bylaw, a stockholder (or a group of up to 20 stockholders) owning at least 3% of Oracle’s outstanding shares continuously for at least three years may nominate and include in Oracle’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the requirements specified in our Bylaws.

See “Stockholder Proposals for the 2024 Annual Meeting” on page 92 for information on the requirements for stockholders who wish to submit a director nomination for inclusion in our 2024 proxy statement or submit a director nomination to be presented at our 2024 Annual Meeting of Stockholders (but not for inclusion in our proxy statement).

Majority Voting Policy

The Guidelines set forth our majority voting and mandatory resignation policy for directors, which states that, in an uncontested election, if any director nominee receives an equal or greater number of votes WITHHELD from his or her election as compared to votes FOR such election (a Majority Withheld Vote) and no successor has been elected at such meeting, the director must promptly tender his or her resignation following certification of the stockholder vote.

The Governance Committee must consider the resignation offer and a range of possible responses based on the circumstances that led to the Majority Withheld Vote, if known, and make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant, including, but not limited to:

•

the stated reasons, if any, why stockholders withheld their votes;

•

possible alternatives for curing the underlying cause of the withheld votes;

•

the director’s tenure;

•

the director’s qualifications;

•

the director’s past and expected future contributions to Oracle; and

•

the overall composition of the Board.

The Board will act on the Governance Committee’s recommendation within 90 days following certification of the stockholder vote. The Board may accept or reject a director’s resignation. Thereafter, the Board will promptly publicly disclose in a report furnished to the SEC its decision regarding the tendered resignation, including its rationale for accepting or rejecting the tendered resignation. If the Board accepts a director’s resignation, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board, in each case pursuant to our Bylaws. If a director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

Any director who tenders his or her resignation pursuant to this policy may not participate in the Governance Committee recommendation or Board action regarding whether to accept his or her resignation offer. However, if a majority of the members of the Governance Committee received a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote must appoint a committee among themselves to consider any resignation offers and recommend to the Board whether to accept such resignation offers.


		2023 Annual Meeting of Stockholders 25

Through this policy, the Board seeks to be accountable to all stockholders and respects the rights of stockholders to express their views through their votes for directors. However, the Board also deems it important to preserve sufficient flexibility to make sound evaluations based on the relevant circumstances in the event of a greater than or equal to 50% WITHHELD vote against a specific director. For example, the Board may wish to assess whether the sudden resignations of one or more directors would materially impair the effective functioning of the Board. The Board’s policy is intended to allow the Board to react to situations that could arise if the resignation of multiple directors would prevent a key committee from achieving a quorum. The policy also would allow the Board to assess whether a director was targeted for reasons unrelated to his or her Board performance at Oracle. The policy imposes a short time frame for the Board to consider a director nominee’s resignation and make its decision public.

Prohibition on Speculative Transactions and Pledging Policy

Prohibition on Speculative Transactions. Our Insider Trading Policy prohibits all employees, including our executive officers, and non-employee directors from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, short sales, puts, 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.

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

•

holding Oracle securities in a margin account; and

•

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

pledges of securities of a target company that are in place at the time Oracle acquires such company are permitted; and

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.

The Pledging Policy also requires the Governance Committee to review all pledging arrangements, assess any risks to Oracle and its stockholders and report on the arrangements to the F&A Committee and the Board. The Pledging Policy provides that all pledges must comply with Oracle’s Insider Trading Policy and must be pre-cleared as specified in Oracle’s Trading Pre-clearance Procedures. The Governance Committee may periodically seek outside advice and counsel in connection with its oversight of pledging arrangements.

Review of Pledging Arrangements. As of September 18, 2023, Mr. Ellison, Oracle’s Founder, Chairman, CTO and largest stockholder, had pledged 307,000,000 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 18, 2023, the Governance Committee believes that Mr. Ellison’s pledging arrangements do not pose a material risk to stockholders or to Oracle, in part because:

•

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

•

None of his shares are pledged as collateral for margin accounts.

•

The pledged shares are not used to shift or hedge any economic risk in owning Oracle common stock.

•

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.

•

The Board believes that Mr. Ellison has the financial capacity to repay his personal term loans without resorting to the pledged shares.

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:


26 2023 Annual Meeting of Stockholders

•

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

•

the key terms of the loans under which shares of Oracle common stock have been pledged as collateral;

•

the magnitude of the aggregate number of shares of Oracle common stock that are pledged in relation to:

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

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

•

the market value of Oracle common stock;

•

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

•

any other relevant factors.


		2023 Annual Meeting of Stockholders 27

Board and Committee Performance Evaluations

The Board and each of its committees conduct annual self-evaluations to determine whether they are functioning effectively and whether any changes are necessary to improve their performance. The Board believes that the multi-step evaluation process outlined below allows for a constructive review of the Board and is essential to maintaining Board effectiveness.

LOGO


28 2023 Annual Meeting of Stockholders

Stock Ownership Guidelines for Directors and Senior Officers

Non-employee directors and senior officers are required to own shares of Oracle common stock to align their interests with the long-term interests of our stockholders. The Compensation Committee oversees and reviews compliance with these ownership requirements, which we refer to as the Stock Ownership Guidelines, and periodically reviews and recommends changes to such requirements.

Under the Stock Ownership Guidelines, each of our non-employee directors and senior officers must own the following number of shares of Oracle common stock within five years from the date such person becomes a director or senior officer:



Title	Minimum Number of Shares

Chairman and CTO		250,000

CEO		250,000

President		100,000

Executive Vice Presidents who are Section 16 Officers		50,000

All other Executive Vice Presidents		25,000

Non-employee directors		10,000

Each person promoted from within the senior officer positions has one year from the date of his or her promotion to comply with any increased ownership requirement. Shares of Oracle common stock that count toward satisfying the Stock Ownership Guidelines include any shares held directly or through a trust or broker; shares held by a spouse; shares held through our 401(k) Plan and our Oracle Corporation Employee Stock Purchase Plan (the ESPP); and shares underlying vested but unexercised stock options, with 50% of the “in-the-money” value of such options being used for this calculation. Full-value awards, such as RSUs, do not count toward satisfying the Stock Ownership Guidelines until they vest and 50% of the value of deferred, vested RSUs counts towards this calculation.

As of September 18, 2023, we believe all of our non-employee directors and senior officers are currently in compliance with the Stock Ownership Guidelines or have additional time to comply, and many of them maintain holdings of Oracle common stock significantly in excess of the minimum required number of shares.

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, Dr. Boskin serves as the lead independent director and chair of the F&A 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.


		2023 Annual Meeting of Stockholders 29


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 and information technology; • diversity and inclusion; and • legal and regulatory compliance.
				Cybersecurity Risk Oversight Cybersecurity risk oversight is a top priority for the Board. Oracle’s head of Global Information Security and its Chief Privacy Officer regularly brief the F&A Committee on Oracle’s information security program and its related priorities and controls. In turn, the F&A Committee periodically reports to the full Board regarding the committee’s cybersecurity risk oversight activities.

				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. The results of our annual employee engagement survey are discussed with our full Board and its committees and are also shared with leaders throughout our organization who receive direct observations from employees about areas critical to Oracle’s strategic priorities, including the employee and customer experience. In fiscal 2023, 81% of our employees participated in the annual survey. Oracle’s leaders listen to employees, evaluate feedback and prioritize actions to enhance employee, business and customer success.


30 2023 Annual Meeting of Stockholders

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.



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.


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.


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 26 and 27. 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.

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, with respect to acquisitions and depending on the size of the acquisition meeting a threshold figure, the F&A Committee performs the initial review of the proposed transaction—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 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.

Board of Directors and Director Independence

Each of our directors stands for election every year. We do not have a classified or staggered board. If the director nominees are elected at the Annual Meeting, the Board will continue to be composed of three employee directors (Mr. Ellison, Ms. Catz and Mr. Henley) and twelve non-employee directors.


		2023 Annual Meeting of Stockholders 31

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 2023 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 2023 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:

•

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.

•

In fiscal 2023, Oracle paid a de minimis amount to Stanford University for employee education, to fund collaborative research and to match employee donations. The total amount Oracle paid to Stanford University constituted approximately 0.0002% of Oracle’s total revenues in fiscal 2023. Based on a review of publicly available data, we believe the payments represented approximately 0.0005% of Stanford University’s total revenues in its last fiscal year. The payments fall within NYSE prescribed limits and guidelines.

The non-employee directors held an executive session following each of the regularly scheduled Board meetings, for a total of four meetings in fiscal 2023.

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.

Director Tenure, Board Refreshment and Diversity

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 six 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.



Board Diversity Matrix (as of September 18, 2023)

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

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. Presently, 40% of the members of our Board (including our CEO) are women and/or come from a diverse background.


32 2023 Annual Meeting of Stockholders

Stockholder Engagement

Ø Independent Director Engagement

On a regular basis, representatives of our independent directors hold meetings with our stockholders covering a wide range of topics, which have recently included executive compensation, Board refreshment and leadership structure, diversity and inclusion and other corporate governance matters. The meetings tend to be between our largest institutional stockholders and all of the members of our Compensation Committee.

Accountability:

One Share, One Vote

Oracle has a single class of voting stock, with each share entitled to one vote. Our executives, including Mr. Ellison, Oracle’s Founder, Chairman and CTO, are thus held accountable to stockholders, who have voting power in proportion to their economic interest in our stock.

Neither our Chairman nor our CEO participates in these meetings. We provide an open forum to our stockholders to discuss and comment on any aspects of our executive compensation program and any governance matters. The Board believes these meetings are important because they foster a relationship of accountability between the Board and our stockholders and help us better understand and respond to our stockholders’ priorities and perspectives.

Ø Executive Director Engagement

As part of our regular Investor Relations engagement program, our executive directors hold meetings with a number of our institutional stockholders throughout the year. We also hold an annual financial analyst meeting at Oracle CloudWorld in Las Vegas where analysts are invited to hear presentations from key members of our management team, including our executive directors.

Ø Legal and Investor Relations Engagement

Members of our Legal and Investor Relations teams also engage with stockholders throughout the year. After our proxy statement is filed, these teams offer to re-engage with stockholders to discuss matters on the annual stockholder meeting agenda and solicit feedback. When appropriate, independent directors join these discussions.

See pages 5 and 6 for a summary of recent feedback we have received from our stockholders and the Board’s response to this feedback.

Human Capital Management

Oversight of Human Capital Management. The Compensation Committee is responsible for reviewing and monitoring all matters related to human capital management, including talent acquisition and retention. At Oracle, our success is driven by the quality of our people, who we believe are among the best and brightest in the industry. We strive to create an environment that supports employee success and a culture where everyone has a voice in driving innovation. For information on our workforce, diversity and inclusion efforts, career development opportunities and corporate citizenship initiatives, see our Annual Report on Form 10-K for fiscal 2023. Our Diversity and Inclusion website (www.oracle.com/corporate/careers/diversity-inclusion) also provides detailed reporting on the demographic make-up of our workforce and includes a link to our publicly available EEO-1 statement.

Code of Conduct. In 1995, we adopted a Code of Ethics and Business Conduct (the Code of Conduct), which is periodically reviewed and amended by the Board. We require all employees, including our senior officers and our employee directors, to read and to adhere to the Code of Conduct in discharging their work-related


		2023 Annual Meeting of Stockholders 33

responsibilities. Our Compliance and Ethics Program, under the direction of our Chief Compliance and Ethics Officer, administers training on and enforces the Code of Conduct. We have also appointed Regional Compliance and Ethics Officers to oversee the application of the Code of Conduct in each of our geographic regions. We provide mandatory web-based general training with respect to the Code of Conduct, and we provide additional live and web-based training on specific aspects of the Code of Conduct from time to time to certain employees. Employees are expected to report any conduct they believe in good faith to be a violation of the Code of Conduct. The Code of Conduct is posted on our website at www.oracle.com/goto/corpgov. We intend to disclose on our website any future amendments of the Code of Conduct or any waivers granted to our executive officers from any provision of the Code of Conduct.

Compliance and Ethics Reports. With oversight from the F&A Committee, we have established several different reporting channels that employees may use to seek guidance or submit reports concerning compliance and ethics matters, including accounting, internal controls and auditing matters. These reporting channels include Oracle’s Integrity Helpline, which may be accessed either over the phone or by way of a secure Internet site. Employees may contact the helpline 24 hours a day, seven days a week. Interpreters are provided to helpline callers who want to communicate in languages other than English, and employees using the online system may file a report in the language of their choice. Employees who contact the helpline, whether over the phone or online, generally may choose to remain anonymous. Certain countries other than the United States, however, limit or prohibit anonymous reporting; employees who identify themselves as being from an affected country are alerted if special reporting rules apply to them.

Global Conflict of Interest Policy. Our Global Conflict of Interest Policy (the Conflict of Interest Policy), which supplements the Code of Conduct, is applicable to all Oracle employees. The Conflict of Interest Policy is designed to help employees identify and address situations that may give rise to potential conflicts of interest or the appearance of conflicts of interest. Employees are required to disclose any conflicts of interest or potential conflicts of interest in accordance with the Conflict of Interest Policy. On an annual basis, each senior officer of Oracle is required to submit a Conflicts of Interest Questionnaire and Affirmation disclosing any actual or potential conflicts of interest and affirming that the senior officer has read, understands and is in compliance with the Conflict of Interest Policy.

Corporate Citizenship Report. Information regarding our workforce, charitable activities, environmental policy and global sustainability initiatives and solutions is available in our Corporate Citizenship Report published on our website at www.oracle.com/corporate/citizenship. The information posted on or accessible through our website, including the Corporate Citizenship Report, is not incorporated into this proxy statement (see “No Incorporation by Reference” on page 100).


34 2023 Annual Meeting of Stockholders

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information, as of September 18, 2023, the record date of the Annual Meeting, with respect to the beneficial ownership of Oracle common stock by: (1) each stockholder known by us to be the beneficial owner of more than 5% of our common stock; (2) each director or nominee; (3) each executive officer named in the Summary Compensation Table (SCT); and (4) all current executive officers and



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Class

Directors and NEOs

Lawrence J. Ellison (2)		1,152,982,353		42.1%

Awo Ablo		5,329		*

Jeffrey S. Berg (3)		279,909		*

Michael J. Boskin (4)		133,473		*

Safra A. Catz (5)		8,868,592		*

Bruce R. Chizen (6)		75,822		*

George H. Conrades (7)		89,986		*

Rona A. Fairhead (8)		26,920		*

Jeffrey O. Henley (9)		4,065,959		*

Renée J. James (10)		60,572		*

Stuart Levey (11)		39,473		*

Charles W. Moorman (12)		79,740		*

Leon E. Panetta (13)		92,287		*

William G. Parrett (14)		32,286		*

Edward Screven (15)		3,955,042		*

Naomi O. Seligman (16)		71,495		*

Vishal Sikka		18,805		*

All current executive officers and directors as a group (18 persons) (17)		1,170,909,329		42.8%



Other More Than 5% Stockholders

The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 (18)		138,247,505		5.0%

*	Less than 1%

(1)	Unless otherwise indicated below, each stockholder listed had sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws, if applicable.

(2)

Includes 7,250,000 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date and 307,000,000 shares pledged as collateral to secure certain personal indebtedness, including various lines of credit. See “Corporate Governance—Prohibition on Speculative Transactions and Pledging Policy” on pages 26 and 27 for more information on Board and committee oversight of Mr. Ellison’s pledging arrangements.

(3)	Includes 5,000 shares owned by Mr. Berg’s spouse, 207,409 shares held in a trust for the benefit of Mr. Berg and his family and 67,500 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date.

(4)	Includes 1,000 shares owned by Dr. Boskin’s spouse and 45,000 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date.

(5)	Includes 7,750,000 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date.

(6)	Includes 5,000 shares held in a trust for the benefit of Mr. Chizen and his family.


		2023 Annual Meeting of Stockholders 35

(7)	Includes 67,500 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date.

(8)	Includes 11,275 shares held by Mrs. Fairhead’s children.

(9)

Includes 1,129,408 shares held in a trust for the benefit of Mr. Henley and his family, 197,302 shares held in a trust by the J&J Family Foundation, 706,214 shares held in a grantor retained annuity trust of which Mr. Henley is the trustee, 2,000,000 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date and 33,035 RSUs that will vest within 60 days of the record date.

(10)	Includes 9,375 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date.

(11)	This amount represents 39,473 RSUs that will vest within 60 days of the record date and for which settlement will be deferred.

(12)	Includes 47,454 shares held in trusts for the benefit of Mr. Moorman’s family.

(13)	Includes 54,787 shares held in a trust for the benefit of Secretary Panetta’s family and 37,500 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date.

(14)	Includes 22,975 shares held in a trust for the benefit of Mr. Parrett’s family.

(15)

Includes 10,188 shares held by Mr. Screven’s spouse, 384 shares held by Mr. Screven’s son, who resides in his household, 700,000 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date, 66,774 RSUs that will vest within 60 days of the record date (including 705 RSUs that are held by Mr. Screven’s son) and 584,243 vested RSUs (including dividend equivalents) for which settlement has been deferred.

(16)	Includes 6,010 shares owned by Ms. Seligman’s spouse of which she disclaims beneficial ownership, 14,414 shares held in a trust and 16,300 shares subject to currently exercisable stock options or stock options exercisable within 60 days of the record date.

(17)	Includes all shares described in the notes above. Also includes 25,780 additional shares of Oracle common stock and 5,506 RSUs that will vest within 60 days of the record date which are held by an executive officer who is not named in the table.

(18)

Based on a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group (Vanguard). The Schedule 13G/A indicates that as of December 30, 2022, Vanguard had shared voting power with respect to 2,270,884 shares, had sole dispositive power with respect to 131,808,548 shares and had shared dispositive power with respect to 6,438,957 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors and any persons who beneficially own more than 10% of our common stock (collectively, Reporting Persons) to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. As a matter of practice, we assist our executive officers and non-employee directors in preparing initial ownership reports and reporting ownership changes and we typically file these reports on their behalf.

Based solely on our review of the copies of any Section 16(a) forms received by us or written representations from the Reporting Persons, we believe that all Reporting Persons complied with all applicable filing requirements in fiscal 2023.


36 2023 Annual Meeting of Stockholders

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our fiscal 2023 executive compensation program for the following named executive officers (NEOs):


Fiscal 2023 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 2023, 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	37
	Eight-Year Performance-Based Stock Options	39
	Stockholder Engagement and Compensation Committee Responsiveness	40
	Elements of our Executive Compensation Program	40
	Fiscal 2023 Compensation for our NEOs	41
	Fiscal 2023 Pay Outcomes: Pay-for-Performance	41
	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	47
	All Other Compensation	48
	Other Factors in Setting Executive Compensation	50
	Compensation Recovery (Clawback) Policy	52
	Compensation Committee Report	52
	Compensation Tables	53

Executive Summary


Fiscal 2023 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 $4,165,213 in connection with the annual performance-based cash bonus program • No new equity awards and two tranches of PSOs have vested since the PSOs were granted in fiscal 2018
Mr. Henley, Mr. Levey and Mr. Screven		• Mr. Levey’s salary was established upon joining Oracle in October 2022 and he received an RSU award at that time • No increase in the base salaries for Mr. Henley or Mr. 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


		2023 Annual Meeting of Stockholders 37

ORACLE’S PERFORMANCE



Fiscal 2023 Performance				Stockholder Returns
Ø Total GAAP revenues of $50 billion, up 18% in USD and up 22% in constant currency from fiscal 2022 ∎ Cloud services and license support revenues of $35.3 billion ∎ Cloud license and on-premise license revenues of $5.8 billion ∎ Cerner contributed $5.9 billion to total revenues Ø GAAP operating margin of 26% Ø GAAP operating income of $13.1 billion, up 20% from fiscal 2022 Ø GAAP earnings per share of $3.07, up 27% from fiscal 2022				Ø $5 billion returned to stockholders in fiscal 2023 ∎ $1.3 billion in repurchases of common stock ∎ $3.7 billion in dividends paid Ø Under our stock repurchase program, we bought back 2.7 billion shares at an average price of $50.81 and have reduced our total shares outstanding by 42% from the start of fiscal 2014 through the end of fiscal 2023

Oracle’s stock was up 47% YoY at the end of fiscal 2023

as compared to the S&P 500, which was up 1% YoY

LOGO


38 2023 Annual Meeting of Stockholders

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 2023. 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 believes that the remaining operational performance goals are 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 those goals. Accordingly, no modifications were made to any of the other existing terms applicable to the outstanding PSOs, including the goals and the expiration date of the PSOs. The Compensation Committee also extended its commitment to our stockholders in line with the extension of the PSO performance period and does not expect to grant any new equity awards to Mr. Ellison or Ms. Catz during the eight-year performance period of the PSOs.

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 $80 stock price goal, all of the market capitalization goals and the operational goal of attaining $10 billion in non-GAAP total SaaS revenues in a fiscal year have been achieved. Accordingly, two tranches have vested to date. While all of the market capitalization goals have now been achieved, no additional tranches will be earned until matching operational performance goals are also achieved.

LOGO


		2023 Annual Meeting of Stockholders 39

Stockholder Engagement and Compensation Committee Responsiveness

The Compensation Committee actively solicits the views of our principal unaffiliated stockholders on executive compensation matters. On an annual basis, all of the members of the Compensation Committee hold meetings with our unaffiliated stockholders to actively understand what actions the Compensation Committee and the Board may take to address stockholders’ concerns regarding executive compensation and other corporate governance matters.

Stockholders approved our advisory say-on-pay proposal at our 2022 Annual Meeting with 67% of the votes cast voting in favor of the compensation of our NEOs. While this result represents an incremental improvement compared to 2021, our Board remains committed to understanding stockholder views and looks forward to increasing levels of support in the future. Thus far in fiscal 2024, we have reached out to ten large institutional stockholders to set up a meeting with members of the Compensation Committee, and the full Compensation Committee held video conference meetings with six large institutional stockholders. The Compensation Committee and the Board take the views of our stockholders and their feedback into account throughout the year.

For a detailed summary of the Board’s response to key feedback received from stockholders, see the table on pages 5 and 6. The most significant feedback from our stockholders on our executive compensation program related to the PSO awards. We understand and share our stockholders’ focus on maintaining a long-term incentive program with rigorous and meaningful performance goals that properly align Mr. Ellison’s and Ms. Catz’s compensation with the interests of our stockholders. As we discussed with our stockholders during our engagement efforts, we believe that the PSO awards best achieve these goals.

•

While the awards resulted in a large amount of reported compensation in both fiscal 2018 (at the time of the initial grant) and fiscal 2022 (in connection with the modification of the PSOs to extend the performance period), only two of the seven PSO tranches have vested to date due to the rigor of the goals.

•

As discussed in the description of the PSO program on page 39, the Compensation Committee believes that the goals associated with the PSOs are significant drivers of Oracle’s business and are tailored to focus Mr. Ellison and Ms. Catz on the most important long-term strategic and operational goals of the company, which in turn should drive value creation for our stockholders.

Elements of our Executive Compensation Program

Our executive compensation program consists of the three principal elements described in the table below. Each element of our executive compensation program is closely linked to our business objectives. We believe this compensation mix encourages appropriate decisions that are consistent with our business strategy of constantly improving our performance and building short-term and long-term stockholder value.



Compensation Element	Designed to Reward	Relationship to Business Objectives	At-Risk
Base Salary (page 46)	• Experience, knowledge of the industry, duties and scope of responsibility	• Provide a minimum, fixed level of cash compensation to attract and retain talented NEOs who can successfully design and execute our business strategy
Annual Cash Bonus (page 46)	• Success in achieving annual financial results	• Motivate and reward our NEOs for achieving or exceeding annual financial performance goals • Share incremental profits earned by Oracle with our NEOs
Long-Term Incentive Compensation (page 47)	• Success in achieving sustainable long-term results	• Align our NEOs’ interests with long-term stockholder interests to increase overall stockholder value • Motivate and reward our NEOs for achieving sustainable long-term results • Attract and retain talented NEOs in a competitive market for talent

See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program” on pages 46 and 47 for a discussion of each of these principal elements.


40 2023 Annual Meeting of Stockholders

Fiscal 2023 Compensation for Mr. Ellison and Ms. Catz

We believe the fiscal 2023 compensation of Mr. Ellison and Ms. Catz addresses the feedback received from our stockholders. Mr. Ellison and Ms. Catz were awarded no new equity awards in fiscal 2023, and their overall compensation is aligned with the long-term interests of our stockholders.

In fiscal 2023, the principal elements of compensation for each of Mr. Ellison and Ms. Catz were as follows:

•

Base Salary: $1 for Mr. Ellison (unchanged since fiscal 2011) and $950,000 for Ms. Catz (unchanged since fiscal 2012)

•

Annual Performance-Based Cash Bonus: $4,165,213 for each of Mr. Ellison and Ms. Catz

•

Long-Term Incentive Compensation:

–

No new equity awards were granted in fiscal 2023 because the PSOs granted in fiscal 2018 (and extended in fiscal 2022) are intended to represent eight years of equity compensation

Oracle’s average stock price was $80 or more for 30 calendar days ending in June 2021, thereby satisfying the PSO stock price goal, and 2,500,000 PSOs vested for each of Mr. Ellison and Ms. Catz on June 30, 2021

Oracle’s market capitalization increased by more than $100 billion compared to the baseline market capitalization set in fiscal 2018, thereby satisfying all six of the PSO market capitalization goals. However, due to the rigor and long-term nature of the PSO goals, only one operational performance goal has been satisfied

The Compensation Committee certified that the operational performance goal of attaining $10 billion in non-GAAP total SaaS revenues was satisfied in fiscal 2023 and 2,500,000 PSOs (representing the second tranche of PSOs) vested for each of Mr. Ellison and Ms. Catz on June 30, 2023

Fiscal 2023 Compensation for All Other NEOs

The principal elements of fiscal 2023 compensation for Messrs. Henley, Levey and Screven were a base salary, a cash bonus opportunity and an RSU award, as described in further detail beginning on page 46. The total compensation mix for these NEOs was heavily weighted toward equity-based awards whose values correlate with our stock price, thus aligning their compensation with the interests of our stockholders. In the aggregate, approximately 88% of the fiscal 2023 total direct compensation (as reported in the SCT on page 53) for Messrs. Henley, Levey and Screven was equity-based and approximately 95% was at-risk.

Fiscal 2023 Pay Outcomes: Pay-for-Performance

A significant portion of the compensation amounts our NEOs ultimately realize are contingent on the achievement of our primary business objectives and the creation of short-term and long-term value for our stockholders. The table below summarizes the fiscal 2023 outcomes for our NEOs’ performance-based compensation. Details regarding the material elements of the PSOs and cash bonus awards can be found on page 39 and on page 46.


Pay Element	NEO	Fiscal 2023 Outcome
PSOs	• Lawrence J. Ellison • Safra A. Catz	• All six market capitalization goals have been satisfied and one matching operational performance goal of the PSOs was satisfied in fiscal 2023 – Second tranche (1/7^th) of the PSOs vested on June 30, 2023
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 83% of the target amount – Lawrence J. Ellison – $4,165,213 – Safra A. Catz – $4,165,213 – Jeffrey O. Henley – $416,521 – Edward Screven – $2,082,607 • The annual cash bonus paid to Mr. Levey was paid at 87% of the target amount – Stuart Levey – $650,000


		2023 Annual Meeting of Stockholders 41

Objectives of Our Executive Compensation Program

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.

The Compensation Committee believes we employ some of the most talented senior executive officers in our industry. Our senior executive officers are routinely recruited as candidates to lead other large, sophisticated technology companies. Given the strength of our NEO group, the Compensation Committee believes it is critical they receive total compensation opportunities that reflect their individual skills and experiences and are commensurate with the management of an organization of Oracle’s size, scope and complexity. Further, the Compensation Committee believes that our NEOs’ compensation levels must be appropriate to retain and properly motivate them. At the same time, however, the Compensation Committee seeks to align our NEOs’ pay with the investment gains or losses of Oracle’s stockholders.

Within Oracle, we strive to offer competitive compensation for employees at all levels of the organization in order to attract, motivate and retain employees in a competitive market for talent. Pay opportunities for our most senior executive officers, including our NEOs, are calibrated commensurate with their role in driving our business and financial results.


42 2023 Annual Meeting of Stockholders

Human Capital and Compensation Best Practices

Best Practices We Employ

Practices We Avoid

LOGO Compensation Committee has general oversight over all matters related to human capital management and reviews attrition data and diversity metrics for employees at all career levels

LOGO Diversity metrics and EEO-1 statement are publicly available on our Diversity and Inclusion website

LOGO High proportion of compensation for our CEO and CTO is performance-based and aligned with stockholders’ interests

LOGO Caps on maximum payout of bonuses and performance-based equity awards

LOGO Robust stock ownership guidelines

LOGO Disciplined dilution rates from equity awards

LOGO Compensation recovery (clawback) policy in the event of a financial restatement or significant misconduct

LOGO Independent Compensation Committee

LOGO Annual risk assessment of compensation programs

LOGO Independent compensation consultant

LOGO Anti-pledging policy applicable to all employees and directors except Mr. Ellison

LOGO Anti-hedging policy applicable to all employees and directors

LOGO Executive Bonus Plan applicable to executive officers directly responsible for Oracle’s financial performance uses pre-established financial performance metrics

LOGO Compensation-focused stockholder engagement

LOGO No severance benefit arrangements for executives except as required by law or provided under our equity incentive plan to employees generally

LOGO No “single-trigger” change in control vesting of equity awards

LOGO No change in control acceleration of performance-based cash bonuses

LOGO No minimum guaranteed vesting for performance-based equity awards granted to our NEOs

LOGO No “golden parachute” tax reimbursements or gross-ups for our NEOs

LOGO No payout or settlement of dividends or dividend equivalents on unvested equity awards

LOGO No supplemental executive retirement plans, executive pensions or excessive retirement benefits

LOGO No repricing, cash-out or exchange of “underwater” stock options without stockholder approval

Determination of Executive Compensation Amounts for Fiscal 2023

Factors Considered in Setting Fiscal 2023 Compensation for Our NEOs

The Compensation Committee approved our NEOs’ fiscal 2023 compensation and determined that the fiscal 2023 compensation levels were appropriate and necessary to reward, retain and motivate our NEOs based on our executive compensation philosophy and the Compensation Committee’s subjective evaluations of:

•

the potential future contributions our NEOs can make to our success and our NEOs’ roles in executing our business strategies;

•

our desired future financial performance in each NEO’s principal areas of responsibility and the degree to which we wish to provide incentives for him or her;

•

each NEO’s past performance, experience and level of responsibility;

•

the Compensation Committee’s belief that many of the NEOs could lead another company and the goal of protecting against recruiting efforts by other companies;

•

the complexity of our business and ongoing increases in workloads and responsibilities for our NEOs;


		2023 Annual Meeting of Stockholders 43

•

each NEO’s expected progress toward goals within his or her areas of responsibility;

•

each NEO’s skills, knowledge and experience;

•

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

•

any other factors the Compensation Committee deems appropriate.

The Compensation Committee does not have a set formula by which it determines which of these factors is more or less important, and the specific factors used and their weighting may vary among individual NEOs and over time. When determining the size of the equity awards, the Compensation Committee considers both the overall size of the awards and the potential value of the awards.

Compensation Decision-Making Process and the Role of the Board and Management

The Compensation Committee deliberates on, determines and approves our NEOs’ compensation based on the collective subjective judgment of its members, which is guided by their significant collective business experience, and their evaluation of the factors above. See “Board of Directors—Nominees for Directors—Director Qualifications” beginning on page 10 for a discussion of the expertise and skills of each of our Compensation Committee members. None of our NEOs determines his or her own compensation.

Fiscal 2023 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 0.3181% Mr. Ellison received a bonus payment of $4,165,213

Long-Term Incentive Compensation		None granted The second tranche of PSOs vested on June 30, 2023 upon the matching of the first market capitalization goal ($16.7 billion growth achieved in fiscal 2021) and one operational goal ($10 billion in non-GAAP total SaaS revenue achieved in fiscal 2023)

The Compensation Committee approved this compensation package based on several factors, including competitive pay data drawn from the companies in our compensation peer group, input from the Compensation Committee’s independent compensation consultant and an assessment of Mr. Ellison’s overall responsibility for business strategy, operations and corporate vision. The Compensation Committee emphasized the objectives of retaining his services and providing meaningful incentives for superior performance and engagement. The Compensation Committee believes that Mr. Ellison, as Oracle’s Founder who has guided the company for over 45 years, is invaluable. Although Mr. Ellison has a significant equity interest in Oracle, the Compensation Committee believes his annual compensation package is necessary to maintain the focus of his visionary drive and his active role in our operations, technology, strategy and growth. The Compensation Committee also believes that Mr. Ellison’s role as an executive at Oracle is distinct from his roles as a director and significant stockholder.

Fiscal 2023 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 0.3181% Ms. Catz received a bonus payment of $4,165,213

Long-Term Incentive Compensation		None granted The second tranche of PSOs vested on June 30, 2023 upon the matching of the first market capitalization goal ($16.7 billion growth achieved in fiscal 2021) and one operational goal ($10 billion in non-GAAP total SaaS revenue achieved in fiscal 2023)


44 2023 Annual Meeting of Stockholders

Fiscal 2023 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 0.0318% Mr. Henley received a bonus payment of $416,521

Long-Term Incentive Compensation		An annual award of 132,140 RSUs

Fiscal 2023 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 Mr. Levey received a bonus payment of $650,000

Long-Term Incentive Compensation		An award of 157,895 RSUs when he joined Oracle in October 2022

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 awarding discretionary bonuses.

Fiscal 2023 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 0.1590% Mr. Screven received a bonus payment of $2,082,607

Long-Term Incentive Compensation		An annual award of 264,279 RSUs


		2023 Annual Meeting of Stockholders 45

independent compensation consultant and the recommendations of our CEO and CTO. The Compensation Committee determined that Mr. Screven drives technology and architecture decisions across all Oracle products to ensure that product development is consistent with Oracle’s overall long-term strategy. Mr. Screven also plays a critical role by leading company-wide strategic initiatives, including with respect to industry standards and cybersecurity.

Elements of Our Executive Compensation Program

Base Salary

Base salary represents the only fixed component of the three principal elements of our executive compensation program and is intended to provide a baseline amount of annual compensation for our NEOs. When setting base salary levels, the Compensation Committee considers the base salaries paid to NEOs in comparable positions at the companies in our compensation peer group, Oracle’s performance and the individual NEO’s contributions to Oracle.

The base salaries of Mr. Ellison and Ms. Catz have not increased in over ten years. Mr. Ellison’s base salary is set at $1 consistent with the Compensation Committee’s view that his entire total direct compensation opportunity should be “at-risk.” Ms. Catz’s base salary is $950,000 and has not changed in over ten years. Consistent with fiscal 2022, in fiscal 2023, Mr. Henley received a base salary of $650,000 and Mr. Screven received a base salary of $900,000. Mr. Levey’s base salary was set at $950,000 when he joined Oracle in October 2022.

Annual Cash Bonuses

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 2023 (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 does not penalize our senior executives for the impact of items not directly related to our core business operation. 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 2023, the maximum amount that could be earned was capped at 200% of the target awards.

Between fiscal 2022 and fiscal 2023, our non-GAAP operating income grew by approximately $1.3 billion. Non-GAAP operating income as defined under the Executive Bonus Plan for fiscal 2023 reflects adjustments based on stock-based compensation expenses, amortization of intangible assets, acquisition related and other expenses and restructuring expenses. For more information regarding how non-GAAP operating income is calculated, see our Current Report on Form 8-K filed with the SEC on June 12, 2023.

Based on the growth of our non-GAAP operating income and the bonus plan formula approved by the Compensation Committee, Mr. Ellison and Ms. Catz each received a bonus of $4,165,213, Mr. Henley received a bonus of $416,521 and Mr. Screven received a bonus of $2,082,607. Each of these bonuses was paid at 83% of the target amount.


46 2023 Annual Meeting of Stockholders

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 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 time that Mr. Levey was hired in October 2022, the Compensation Committee set a target bonus opportunity of $750,000 for Mr. Levey, based on, 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 2023 year end, the Compensation Committee discussed Mr. Levey’s performance during fiscal 2023 with management and granted Mr. Levey a bonus of $650,000 (87% of target) based upon its assessment of Mr. Levey’s significant contributions to Oracle’s legal strategy and successes from his commencement of employment with Oracle in October 2022 through the end of fiscal 2023 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.

Long-Term Incentive Compensation

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

•

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

•

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

•

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.

Consistent with this philosophy, our cumulative potential dilution since June 1, 2020 has been an annualized rate of 1.8% 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 2023.

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

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 both market capitalization and operational performance goals. The PSOs are intended to represent eight years of long-term incentive compensation for each of Mr. Ellison and Ms. Catz. Performance measured against the goals is evaluated annually.


		2023 Annual Meeting of Stockholders 47

In fiscal 2023, the Compensation Committee did not grant any new equity awards to Mr. Ellison or Ms. Catz. The Compensation Committee intends to honor its original commitment to our stockholders and does not expect to grant any new equity awards to Mr. Ellison or Ms. Catz during the eight-year performance period of the PSOs. See page 39 for details on the PSOs.

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 2023, Mr. Henley received an annual award of 132,140 RSUs, Mr. Screven received an annual award of 264,279 RSUs and Mr. Levey received an award of 157,895 RSUs when he joined Oracle. 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 upside 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 legal compliance. The Compensation Committee believes that awarding performance-based long-term incentive compensation to these particular executive officers could create undesirable incentives and therefore granted time-based awards in order to more appropriately balance their incentives.

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:

•

selects award recipients under the 2020 Equity Plan;

•

approves the form of grant agreements;

•

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

•

adopts sub-plans for particular subsidiaries and locations.

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. 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.

All Other Compensation

Limited Perquisites and Personal Benefits

In fiscal 2023, we provided our NEOs with limited perquisites and personal benefits, each of which the Compensation Committee believes are reasonable and in the best interests of Oracle and our stockholders. Certain of these perquisites and personal benefits are described in more detail below. For our NEOs whose total perquisites and personal benefits exceeded $10,000 in total value in fiscal 2023, the amounts of such perquisites and personal benefits are reported in the “All Other Compensation” column of the SCT.


48 2023 Annual Meeting of Stockholders

Ø	Residential Security

The Board has established a residential security program for the protection of our CTO and CEO based on an assessment of risk, which includes consideration of the executive’s position and work location. We require these security measures for Oracle’s benefit because of the importance of these executives to Oracle, and we believe these security costs are necessary and appropriate business expenses since these costs arise from the nature of the executives’ employment at Oracle.

The Compensation Committee reviews and approves the residential security budget each year, which includes a review of the actual and credible threats made against our senior executives during the last completed fiscal year. In fiscal 2023, Oracle paid for the annual costs of security personnel at Mr. Ellison’s primary residence. Mr. Ellison pays for all security costs for his other residences. For Ms. Catz, in fiscal 2023 Oracle paid to augment the existing security system at her primary residence.

We view the security services provided for our senior executives as an integral part of our risk management program and as necessary and appropriate business expenses. However, because they may be viewed as conveying a personal benefit to these individuals, we include the aggregate incremental costs to Oracle of these services in the total value of perquisites and personal benefits paid to Mr. Ellison and Ms. Catz.

Ø	Aircraft Use

Our company-owned aircraft are considered a business tool to be used for essential business purposes only. Our policy regarding the use of company-owned aircraft prohibits the use of the aircraft for non-business travel by all employees other than our CTO and CEO. In fiscal 2023, Mr. Ellison and Ms. Catz each used company-owned aircraft for personal travel. The aggregate incremental cost to Oracle for use of the company-owned aircraft for non-business travel in fiscal 2023 was $78,992 for Mr. Ellison and $107,049 for Ms. Catz. The aggregate incremental cost of non-business use of our company-owned aircraft includes the variable costs incurred by Oracle to operate the aircraft for such use, including fuel costs, crew expenses (including travel, lodging and meals), in-flight catering, landing fees, communication expenses and other trip-related variable costs, and does not include fixed costs that would be incurred regardless of whether there was any non-business use of the aircraft, such as aircraft purchase costs, pilot and crew salaries, insurance costs and maintenance. For trips that involve mixed non-business and business usage, we include the incremental cost of any non-business usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the non-business usage). We include the aggregate incremental costs to Oracle of this personal travel in the total value of perquisites and personal benefits paid to Mr. Ellison and Ms. Catz.

We also permit our NEOs to be accompanied by guests during business travel on private aircraft that are provided by Oracle. This may be deemed to be a “personal benefit” for our NEOs and we include any aggregate incremental costs incurred by Oracle in the total value of perquisites and personal benefits paid to our NEOs. We believe there was no aggregate incremental cost to Oracle during fiscal 2023 as a result of our NEOs being accompanied by guests when traveling on Oracle business.

To the extent required by tax regulations, amounts associated with non-business use of our company-owned aircraft are imputed as income and no tax gross-ups are provided to our NEOs for this imputed income. Additionally, in certain instances, a portion of the aircraft costs for either non-business travel or which is attributable to non-business passengers, cannot be deducted by Oracle for corporate income tax purposes. When applicable, we disclose the amount of these incremental forgone tax deductions in the footnotes accompanying the SCT. In fiscal 2023, use of our company-owned aircraft by our NEOs did not result in a loss of a corporate income tax deduction.

Ø	Legal Counsel Fees

We hire legal counsel to assist our executives with complying with reporting obligations under applicable laws in connection with their personal political campaign contributions. We view this as a necessary and appropriate business expense because the personal political contributions of our executives can trigger disclosure obligations by Oracle. However, because this may be viewed as conveying a personal benefit to these individuals, we include the costs incurred by Oracle in connection with such legal counsel in the total value of perquisites and personal benefits paid to our NEOs.


		2023 Annual Meeting of Stockholders 49

Insurance Premiums

All Oracle employees are eligible to receive flexible credits to be used toward covering the premiums for cafeteria-style benefit plans, including life insurance and long-term disability benefits. The amounts of flexible credits received by our NEOs are reported in the “All Other Compensation” column of the SCT.

401(k) Plan

Our employees, including our NEOs, are eligible to participate in our 401(k) Plan and we match 50% of an eligible salary deferral up to the first 6% of such deferrals, not to exceed $5,100 in a calendar year and subject to a multi-year vesting schedule. The amounts of the matching contributions are reported in the “All Other Compensation” column of the SCT.

Pension Benefits or Supplemental Retirement Benefits

During fiscal 2023, 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 performance-based cash bonus. We also offer certain employees, including eligible NEOs, the ability to defer the settlement of their earned and vested RSUs under the terms of the Oracle Corporation Stock Unit Award Deferred Compensation Plan (the RSU Deferred Compensation Plan). We offer these plans because we believe they are competitive elements of compensation for our NEOs. For a description of our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan, see “Executive Compensation—Fiscal 2023 Non-Qualified Deferred Compensation Table” beginning on page 56.

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.

Other Factors in Setting Executive Compensation

Compensation Consultant

The Compensation Committee selected and directly engaged Compensia, Inc. (Compensia), a national compensation consulting firm, as its compensation advisor for fiscal 2023 to provide analysis and market data on executive and director compensation matters, both generally and within our industry. Compensia assisted the Compensation


50 2023 Annual Meeting of Stockholders

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 2023.

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 2023. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.

Peer Company Executive Compensation Comparison

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:

•

their size and complexity;

•

their market capitalization;

•

their competition with us for talent;

•

the nature of their businesses;

•

the industries and regions in which they operate; and

•

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.

For fiscal 2023, the companies comprising the compensation peer group consisted of:


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.

The Compensation Committee added Adobe Inc. to the compensation peer group for fiscal 2023 after reviewing certain peer group criteria, including industry, revenue and market capitalization.

In determining fiscal 2023 executive compensation, the Compensation Committee considered, among other factors, executive pay information drawn from this group of peer companies for comparative purposes. However, the Compensation Committee did not use such information to tie any executive’s individual compensation to specific target percentiles.

Risk Assessment of Our Executive Compensation Policies and Practices

As part of its annual compensation-related risk review, the Compensation Committee considered, among others, the following factors which mitigate incentives for our executive officers to take inappropriate risks:

•

The PSOs granted to Mr. Ellison and Ms. Catz are divided into seven equal tranches that are eligible to be earned based on the attainment of rigorous stock price, market capitalization and operational performance goals within eight fiscal years of the date of grant. Consequently, Mr. Ellison and Ms. Catz will only realize value from their equity awards through sustained long-term appreciation of our stock price and significant growth in our cloud business, which mitigates excessive short-term risk taking.

•

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.


		2023 Annual Meeting of Stockholders 51

•

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.

•

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.

•

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 29. Our senior officers would experience significant lost value in their holdings of Oracle common stock and potentially all of the value of their Oracle stock options and other equity awards if our stock price suffered an extended decline due to inappropriate or unnecessary risk taking.

Tax and Accounting Considerations

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.

Compensation Recovery (Clawback) Policy

We have historically maintained a clawback policy for our executive officers providing that if Oracle restates its reported financial results, we will seek to recover or cancel any cash bonuses paid that were awarded as a result of achieving financial performance goals that are not met under the 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.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by:

George H. Conrades, Chair

Naomi O. Seligman, Vice Chair

Charles W. Moorman

Leon E. Panetta


52 2023 Annual Meeting of Stockholders

Fiscal 2023 Summary Compensation Table

The following table provides summary information concerning cash, equity and other compensation awarded to or earned by our NEOs in fiscal 2023, 2022 and 2021.


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)		2023		1			—			—	—		4,165,213		3,136,719	(7)		7,301,933
Chairman and Chief		2022		1			—			—	129,275,000		7,799,355		1,577,707			138,652,063
Technology Officer		2021		1			—			—	—		9,584,656		2,189,131			11,773,788
Safra A. Catz		2023		950,000			—			—	—		4,165,213		135,467	(8)		5,250,680
Chief Executive Officer*		2022		950,000			—			—	129,275,000		7,799,355		167,677			138,192,032
		2021		950,000			—			—	—		9,584,656		96,567			10,631,223
Jeffrey O. Henley**		2023		650,000			—			8,608,921	—		416,521		8,050	(9)		9,683,492
Vice Chairman
Stuart Levey**		2023		557,765	(2)		650,000	(3)		11,537,388	—		—		12,036	(10)		12,757,189
EVP, Chief Legal Officer
Edward Screven		2023		900,000			—			17,217,777	—		2,082,607		8,050	(11)		20,208,434
EVP, Chief Corporate		2022		883,333			—			17,312,000	—		3,899,678		8,277			22,103,288
Architect		2021		800,000			—			10,722,000	—		1,916,931		5,951			13,444,882

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

**	Neither of Messrs. Henley or Levey was an NEO in fiscal 2022 or fiscal 2021. As a result, compensation data for each such individual is presented for fiscal 2023 only.

(1)	Although Mr. Ellison is not an NEO for fiscal 2023 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure.

(2)

This amount reflects a partial year of salary paid to Mr. Levey following his commencement of employment with Oracle in October 2022. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Base Salary” on page 46 for a discussion of Mr. Levey’s base salary.

(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 from his commencement of employment with Oracle in October 2022 through the end of fiscal 2023. 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.

(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 2023. 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.

(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 47 and “Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Eight-Year Performance-Based Stock Options” on page 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.

(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 page 46 for a discussion of these bonus awards for fiscal 2023.

(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 $648, (iii) security-related costs and expenses of $3,048,090


		2023 Annual Meeting of Stockholders 53

for Mr. Ellison’s primary residence, (iv) legal counsel fees and (v) aggregate incremental costs to Oracle of $78,992 for Mr. Ellison’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 48.

(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 $14,980, (iii) security-related costs and expenses to augment the existing security system at Ms. Catz’s primary residence, (iv) legal counsel fees, (v) aggregate incremental costs to Oracle of $107,049 for Ms. Catz’s use of Oracle’s private aircraft for non-business travel and (vi) non-transportation related aggregate incremental costs to Oracle for guests to accompany Ms. Catz to Board meetings. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 48.

(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 $2,950. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 48.

(10)

This amount represents (i) Company matching contributions under our 401(k) Plan of $7,475 and (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $4,561. For more information see “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—All Other Compensation” beginning on page 48.

(11)

Grants of Plan-Based Awards During Fiscal 2023 Table

The following table shows equity and non-equity plan-based awards granted to our NEOs during fiscal 2023. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2023 Year-End 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 ($)
Name	Grant Date	Award Type	Threshold ($)	Target ($) (2)		Maximum ($) (2)				Grant Date Fair Value of Stock Awards ($)
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	9/20/2022	RSUs							132,140		8,608,921
		Cash Bonus	—		500,000		1,000,000
Stuart Levey	11/5/2022	RSUs							157,895		11,537,388
Edward Screven	9/20/2022	RSUs							264,279		17,217,777
		Cash Bonus	—		2,500,000		5,000,000

(1)	Although Mr. Ellison is not an NEO for fiscal 2023 under applicable SEC rules, we have included his compensation in the presentation of the compensation tables as voluntary disclosure.

(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 2023 under the Executive Bonus Plan was $4,165,213 for each of Mr. Ellison and Ms. Catz, $416,521 for Mr. Henley and $2,082,607 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 2023.

(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.


54 2023 Annual Meeting of Stockholders

Outstanding Equity Awards at Fiscal 2023 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, 2023.


			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		2,500,000		2,500,000		12,500,000		51.13		7/20/2025
Ellison (1)		7/24/2014		2,250,000		—		—		40.47		7/24/2024
		7/1/2013		7,000,000		—		—		30.11		7/1/2023
Safra A. Catz		7/20/2017		2,500,000		2,500,000		12,500,000		51.13		7/20/2025
		10/5/2014		500,000		—		—		38.89		10/5/2024
		7/24/2014		2,250,000		—		—		40.47		7/24/2024
Jeffrey O.		9/20/2022												132,140		13,998,912		—		—
Henley		8/3/2021												75,000		7,945,500		—		—
		8/4/2020

Independent Director

Director since 2022

Age: 51

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 unique perspectives and needs of our government and healthcare customers throughout the world.