Oracle Proxy Reveals $350M CEO Promotional Equity and Ellison's 413M Pledged Shares
ORCL sits 20% above its 52-week low of $114.5.
Summary
Oracle's 2026 proxy discloses $350M in promotional equity for its new dual CEOs, all underwater at fiscal year-end, and reveals Ellison's pledged shares grew to 413M from 346M.
Key Events · Corporate Governance and Compliance · ORCL
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Dual CEOs Receive $350M Promotional Equity
Clayton Magouyrk received a $250M equity award and Michael Sicilia received $100M upon their September 2025 CEO appointments. Both awards are 80% time-based stock options and 20% performance-based options (PSOs) tied to fiscal 2028 non-GAAP revenue targets.
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All Promotional Options Underwater at Year-End
The stock options had zero intrinsic value at fiscal year-end because exercise prices ($308.46 for CEOs, $280.07 for Ellison) exceeded Oracle's stock price. Realized pay was only $5.8M each versus target pay of $256M and $106M.
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PSO Targets Require Revenue to More Than Double
PSOs vest only if fiscal 2028 non-GAAP total revenues reach at least $100B (80% vesting), $125B (100%), or $250B (200% cap). Fiscal 2026 revenues were $67.4B, leaving the awards fully unearned.
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Ellison's Pledged Shares Rise to 413 Million
Lawrence Ellison has pledged 413 million Oracle shares as collateral for personal term loans, up from 346 million disclosed in the prior proxy. The Governance Committee reviews the arrangements quarterly and believes they pose no material risk.
Analysis · ORCL · Technology
Oracle's definitive proxy statement discloses unprecedented promotional equity awards for its new dual CEOs — $250 million for Clayton Magouyrk and $100 million for Michael Sicilia — granted during the September 2025 leadership transition. The awards are 80% time-based stock options and 20% performance-based options tied to fiscal 2028 revenue targets requiring revenues to more than double from fiscal 2025 levels. At fiscal year-end, all options were underwater with zero intrinsic value, meaning the executives realized only $5.8 million each in cash compensation against target pay of $256 million and $106 million respectively. The proxy also reveals Lawrence Ellison has pledged 413 million shares as collateral for personal loans, up from 346 million disclosed in the prior year's proxy, representing a significant increase in encumbered founder shares. A stockholder proposal seeks to preserve shareholder proposal access rights against potential SEC rule changes, which the Board opposes.
How filings like this one have moved
In the 30 days to Sep 30, 2026, 29.6% of the 1609 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.57%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, ORCL was trading at $137.04 on NYSE in the Technology sector, with a market capitalization of approximately $414.6B. The 52-week trading range was $114.50 to $322.54. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.