Why Oracle Shareholders Keep Rejecting The Company’s Executive Pay

November 25, 2015, 4:44 PM UTC
Key Speakers At The Oracle OpenWorld 2014 Conference
Safra Catz, co-chief executive officer of Oracle Corp., gestures as she speaks during the Oracle OpenWorld 2014 conference in San Francisco, California, U.S., on Sunday, Sept. 28, 2014. Catz made her first remarks as Oracle co-CEO at the conference when she introduced Intel Corp. President Renee James, who also spoke. Photographer: David Paul Morris/Bloomberg via Getty Images
Photograph by David Paul Morris — Bloomberg via Getty Images

Just over half of Oracle’s shareholders voted against the company’s executive pay packages at the company’s November 18 annual meeting. If you take out founder and chairman Larry Ellison’s block vote of 20%, 65% of the tech company’s shareholders voted against the compensation plan. This was the fourth successive time Oracle investors issued a rebuke of the company’s executive pay practices.

What is it about Oracle’s executive pay that shareholders dislike so much, apart from the fact that it is very high (Ellison brought in $64 million in 2015, and Co-CEOs Mark Hurd and Safra Catz each received $53 million)? Here are just a few of the problems.

Shareholder Communication Breakdown

Clearly, Oracle did not succeed at getting its shareholders on board with its pay plan. The company says it discussed its executive pay package with shareholders in fiscal years 2015 and 2016. So the company must have either met with shareholders who already supported Oracle’s pay practices and weren’t going to vote against the resolution, or these conversations did not go well.

Some of Oracle’s most prominent shareholders expressed their dismay with the company in more ways than one. One of the largest Canadian public pension plans, Ontario Teachers Pension Plan, voted against Oracle’s executive pay, also withheld votes from every director on the board and supported a “proxy access” resolution – which would allow long-term shareholders to nominate directors to the board. And Florida’s public pension fund, the State Board of Administration, voted against Oracle’s executive pay package and for proxy access.

The proxy access resolution received majority shareholder support. Although the board is not bound by this resolution, it would be just as much of a public relations disaster to ignore shareholders on this issue as it is to ignore their continued dissatisfaction with Oracle’s pay practices. At Oracle, every director on the board – with the exception of Leon Panetta, who joined the board in January 2015 – received very substantial protest votes. Investors accounting for more than 1 million Oracle shares, over a quarter of the total, withheld their votes of support for five of the company’s 12 directors.

Executive Pay Went Up, Not Down

In 2014, Oracle relented to shareholder ire and announced that it would reduce stock option grants to executive chairman and chief technology officer Larry Ellison and to co-CEOs Mark Hurd and Safra Catz. But the company’s latest proxy statement told a very different story. The option reductions led to a very minor pay decrease for Ellison, only 5%. While his options went down, Ellison received a $30 million performance stock award that almost made up for it. His pay went from $67 million in 2014 to $64 million this year. Meanwhile, performance stock awards for Hurd and Catz more than made up for any reduction in stock options, boosting their pay from $37 million each in 2014 to $53 million this year.

Oracle Is Not Delivering

Since the beginning of 2014, Oracle’s stock has been basically flat, at around $38. None of its executives received any cash bonuses this year because the company failed to grow its pre-tax profit. While this would seem to be a positive thing—poor performance translates to no bonuses—remember that, despite the lack of bonuses, executive pay still went up. Oracle did not respond to a request for comment for this story.

When you look closely at Oracle’s pay-to-performance link, it begins to fall apart. Yes, it’s better to switch from stock option grants to performance-based stock awards – because to earn the awards, certain performance targets must be met – but shareholders are clearly unimpressed. There are several reasons for this. First of all, because executives might not get the full value of the awards, Oracle has made up for this by increasing the size of the package. Also, the new performance stock awards are based on revenue and net cash growth compared to seven of Oracle’s competitors. While the first year of performance was unimpressive, only three-fifths of the award was paid out, the actual level of performance should have led to a much lower payout. The problem is that Oracle would have to have the worst or second worst performance of its competitive set in order for none of the shares to pay out. But if half of its peers are outperforming it, why should executives receive any kind of extra compensation?

Oracle should not be surprised by its fourth pay rejection. It’s time for the company to go back to the drawing board.

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