Reversing a policy it held in 2013, Oracle’s compensation committee has more than halved the size of CEO Larry Ellison’s annual stock option grant, awarding him 3 million options on Monday, in contrast to the standard 7 million options he has received for years.
Last year, Ellison made almost $153 million, making him one of the highest paid executives in the U.S. Shareholders reacted by refusing to support the company’s executive compensation policy, and not for the first time. Like other U.S. companies, Oracle must submit its top pay packages to an annual shareholder vote. In the last two years, a three-fifths majority opposed the plans. To be sure, these votes are not binding.
While Ellison receives only $1 in salary and a relatively small cash bonus—reduced last year in response to shareholder protests—he has been awarded a glut of stock options every year. In each of the last seven years, Oracle’s board has awarded Ellison 7 million stock options. Some 49 million of these were not exercised, as of last year’s September proxy filing, but a filing from December 2013 indicates that Ellison exercised 3.2 million options a couple of days after Christmas at a strike price of $14.57. Oracle’s stock closed on that day at around $38, giving him profits of around $75 million.
Fortune wrote in June that Ellison was due for a pay cut, and now—well, at least at some point in the future—his compensation is likely to be lower.
Monday’s decreased stock options award comes as a surprise, given that Oracle’s compensation committee disregarded shareholder concerns and determined “that significant changes to our executive compensation program were not warranted.”
Ellison is not the only senior executive at Oracle to have received reduced option grants. President Mark Hurd and CFO Safra Catz received 2.25 million options each, compared to their standard 5 million. Executive vice president of product development Thomas Kurian received 2 million options, compared to 4 million in 2012. (Kurian made profits of $47.6 million on his stock options in 2013.) EVP, Systems John Fowler received 1 million compared to 2 million in 2012.
Based on a review of filings with the SEC, it appears that Oracle’s board directors have not cut their own option awards, as most have received their standard 45,000 stock options. While that doesn’t sound like much compared to the millions awarded to executives, the option award for director Raymond Bingham, former CEO of Cadence Design Systems, was worth over $800,000 last year. Michael Boskin, a Stanford University professor, and Bruce Chizen received options worth almost $700,000. Chizen is chair of the compensation committee and former CEO of Adobe Systems. On top of cash fees, these three directors received total compensation of between $900,000 and over $1 million, making them very highly paid board members, indeed.
Oracle did not respond to a request for comment, and no announcements have been made beyond the simple filings describing the option awards. But these decisions represent a major victory for Oracle shareholders. The software company has remained, until now, intransigent about its compensation policy.
It’s a change, but is it enough? After the option exercise in December last year, Ellison owned more than 1.1 billion shares of Oracle, around a quarter of outstanding stock, despite selling 2 million shares in October last year. Stock options are designed to align executive interests with those of shareholders, but with this many shares, how much more aligned does Ellison need to be?
