ORACLE CORP
For the period ended Nov 18, 2026. Filed Sep 25, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 18, 2026 · Filed Sep 25, 2026
Contents
Time-Based Stock Options Are a Performance-Aligned Vehicle
Time-based stock options vest 25% per year over a four-year period, subject to continued service for everyone other than Ms. Maxson. Ms. Maxson's time-based stock options vest 40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date, subject to continued service. The Compensation Committee views all stock options as strongly performance-aligned because they do not deliver value unless Oracle’s stock price exceeds the exercise price. This design exposes executives to downside equity performance risk and aligns their potential realizable value directly with stockholder value creation. Fiscal 2026 illustrates the extent of this performance alignment because the stock options granted to Messrs. Ellison, Magouyrk, Sicilia and Hura were underwater at fiscal year-end. These stock options, therefore, had no intrinsic value as of such date and provide a strong and clear imperative to focus on long-term performance execution that translates into stock price appreciation. In other words, these executives will not realize any payout unless stockholders also experience appreciation from the date of our NEOs’ respective grants.
| Named Executive Officer | Approved TargetGrant Value(Options & PSO) | Accounting ReportedValue | Intrinsic Valueat FiscalYear End | Stock PriceAppreciation fromFYE Required for"In-the-Money" Value | ExercisePrice |
|---|---|---|---|---|---|
| Clayton M. Magouyrk | $250,000,000 | $621,669,237 | $— | 36.6% | $308.46 |
| Michael D. Sicilia | $100,000,000 | $248,667,656 | $— | 36.6% | $308.46 |
| Lawrence J. Ellison | $50,000,000 | $117,777,832 | $— | 24.0% | $280.07 |
| Mark Hura | $30,000,000 | $53,219,638 | $— | 24.0% | $280.07 |
| Hilary Maxson | $15,600,000 | $30,925,771 | $13,611,245 | — | $185.35 |
44 2026 Annual Meeting of Stockholders
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