ORACLE CORP (ORCL)
Sector: Information Technology
2025 Annual Meeting Analysis
ORACLE CORP · Meeting: November 18, 2025
Directors FOR
13
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 13 Directors
Against Analysis
Mr. Berg has served since 1997 and his tenure fully overlaps Oracle's 3-year period during which the stock returned +26.6%, lagging the disclosed compensation peer group median by 56.6 percentage points — well above the 65-percentage-point threshold for strong-positive absolute TSR; however, the 5-year TSR gap of only +3.9 percentage points versus peers does not exceed the 65-percentage-point threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
For Analysis
Ms. Ablo joined in 2022 and is within the 24-month new-director exemption window relative to the 3-year TSR measurement period, so the TSR trigger does not apply; no other policy concerns identified.
Although the 3-year peer underperformance trigger fires (56.6pp gap vs. peer median against a 65pp threshold for strong-positive absolute TSR — note the threshold is 65pp per policy v1.2), the 5-year relative TSR gap of +3.9pp versus peers does not exceed the 65pp threshold, indicating the 3-year shortfall is a recent development within an otherwise adequate longer-term track record; the vote is therefore downgraded from AGAINST to FOR per the 5-year mitigant.
Dr. Boskin has served since 1994 and the 3-year peer underperformance gap of 56.6pp exceeds the 65pp threshold — it does not exceed 65pp, so the 3-year trigger does not fire; the 5-year gap of +3.9pp is also well below the threshold, confirming no sustained underperformance concern.
Ms. Catz served as CEO throughout the 3-year measurement period and is subject to the same TSR trigger as other directors; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp threshold for strong-positive absolute TSR, so the trigger does not fire, and the 5-year gap of +3.9pp confirms no sustained underperformance; no other policy concerns identified.
Mr. Chizen has served since 2008; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp policy threshold for a company with strong-positive absolute 3-year TSR (+26.6%), so the TSR trigger does not fire; no overboarding or other policy concerns identified despite serving as chair of ChargePoint and Informatica plus a director of Synopsys (three public boards, within the four-board limit).
Mr. Conrades has served since 2008; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp policy threshold for strong-positive absolute TSR, so the TSR trigger does not fire; no other policy concerns identified.
Mr. Ellison has served since 1977 and is subject to the TSR trigger as an executive director; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp policy threshold for strong-positive absolute TSR, so the trigger does not fire; no other policy concerns identified.
Mrs. Fairhead joined in 2019, giving her tenure that fully overlaps the 3-year measurement period; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp threshold for strong-positive absolute TSR, so the trigger does not fire; no other policy concerns identified.
Mr. Henley has served since 1995; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp policy threshold for strong-positive absolute TSR, so the TSR trigger does not fire; no other policy concerns identified.
Mr. Magouyrk joined the board in September 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings direct cloud infrastructure expertise as Oracle's incoming CEO.
Mr. Moorman has served since 2018; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp policy threshold for strong-positive absolute TSR, so the trigger does not fire; no overboarding or other policy concerns identified.
Ms. Seligman has served since 2005; the 3-year peer underperformance gap of 56.6pp does not exceed the 65pp policy threshold for strong-positive absolute TSR, so the trigger does not fire; no other policy concerns identified.
Mr. Sicilia joined the board in September 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings deep vertical applications and AI expertise as Oracle's incoming co-CEO.
Oracle's 13-director slate presents no overboarding violations, all directors met the 75% attendance threshold, and board committees are fully independent. The 3-year TSR peer-group gap of 56.6 percentage points is notable but falls just short of the 65-percentage-point threshold that would trigger AGAINST votes for directors with strong-positive absolute returns; the 5-year relative gap of +3.9 percentage points further confirms no sustained underperformance. Two newly appointed CEOs (Magouyrk and Sicilia) are within the 24-month exemption. The vote is FOR all 13 nominees.
Say on Pay
✓ FORCEO
Safra A. Catz
Total Comp
$6,464,234
Prior Support
78%%
CEO Safra Catz received total compensation of $6,464,234 in fiscal 2025, which consisted almost entirely of base salary ($950,000) with no new equity grants and a bonus reduced to $0 by the Compensation Committee; this is well within a reasonable benchmark for a CEO of a $400+ billion technology company and the pay mix is not a concern given the unusual year-end transition. Oracle received 78% shareholder support on Say on Pay at its 2024 annual meeting, above the 70% threshold requiring responsive action, and the company demonstrated active engagement with institutional investors on compensation structure. The overall compensation program features a rigorous clawback policy, robust performance conditions on equity awards, and 94% of compensation for other named executives delivered in at-risk equity, satisfying the pay-mix requirement.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$30,323,147
Non-Audit Fees
$4,927,616
Non-audit fees (audit-related fees of $3,797,019 plus tax fees of $1,119,397 plus other fees of $11,200, totaling approximately $4,927,616) represent roughly 16% of audit fees of $30,323,147, well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of Oracle's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. No material restatements are noted.
Actual Vote Results
Meeting held November 18, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Rona A. Fairhead | 98.4% | 2.3B | 38.4M | ✓ Elected |
| Michael D. Sicilia | 98.3% | 2.3B | 41.0M | ✓ Elected |
| Clayton M. Magouyrk | 98.3% | 2.3B | 41.2M | ✓ Elected |
| Charles W. Moorman | 97.8% | 2.3B | 52.3M | ✓ Elected |
| Safra A. Catz | 97.3% | 2.3B | 62.9M | ✓ Elected |
| Lawrence J. Ellison | 96.7% | 2.3B | 78.8M | ✓ Elected |
| Naomi O. Seligman | 92.6% | 2.2B | 174.6M | ✓ Elected |
| George H. Conrades | 92.3% | 2.2B | 181.8M | ✓ Elected |
| Jeffrey S. Berg | 92.2% | 2.2B | 182.9M | ✓ Elected |
| Jeffrey O. Henley | 92.0% | 2.2B | 188.8M | ✓ Elected |
| Michael J. Boskin | 91.3% | 2.1B | 205.5M | ✓ Elected |
| Awo Ablo | 83.9% | 2.0B | 379.4M | ✓ Elected |
| Bruce R. Chizen | 76.1% | 1.8B | 560.9M | ✓ Elected |
Say on Pay
For 1.9B · Against 423.8M · Abstain 3.6M
Auditor Ratification
For 2.5B · Against 63.4M · Abstain 2.8M
Overall Assessment
Oracle's 2025 annual meeting ballot covers three standard proposals: election of 13 directors, advisory say-on-pay, and auditor ratification. The vote is FOR on all proposals — the TSR peer-group gap is meaningful but falls below the policy threshold to trigger AGAINST votes on director elections, CEO pay is modest and well-structured for a transition year, and Ernst & Young's non-audit fee ratio is well within acceptable bounds.
Compensation Peer Group
14 companies disclosed in 2025 proxy filing