Bruce R. Chizen
ORACLEAbout Bruce R. Chizen
Bruce R. Chizen, age 70, is Oracle’s Lead Independent Director, serving on the Board since 2008. He chairs the Governance Committee and serves on the Finance and Audit Committee. Chizen is a Senior Adviser to Permira Advisers LLP, Strategic Advisor at Voyager Capital, and former CEO, President, acting CFO, and strategic adviser at Adobe Systems. He currently is Chair of ChargePoint, Inc. and Informatica Inc., and a director of Synopsys, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Systems Incorporated | CEO | 2000–2007 | Led expansion of product leadership; audit and financial reporting knowledge |
| Adobe Systems Incorporated | President | 2000–2005 | Executive leadership across functions |
| Adobe Systems Incorporated | Acting CFO | 2006–2007 | Financial expertise; reporting experience |
| Adobe Systems Incorporated | Strategic Adviser | 2007–2008 | Advised on strategy and operations |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Permira Advisers LLP | Senior Adviser | Since July 2008 |
| Permira Growth Opportunities | Operating Partner | Since June 2018 |
| Voyager Capital | Strategic Advisor | Since May 2023 |
| ChargePoint, Inc. | Chair | Current |
| Informatica Inc. | Chair | Current |
| Synopsys, Inc. | Director | Current |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent under NYSE and Oracle guidelines |
| Board committees | Governance (Chair); Finance & Audit (member) |
| Lead Independent Director | Current lead independent director |
| Attendance | Board met 8 times; each director attended ≥75% of Board and applicable committee meetings in FY2025 |
| Executive sessions | Non‑employee directors held executive sessions after each regular Board meeting (4 total in FY2025) |
| Risk oversight contributions | Governance Committee oversees pledging risks, ESG and succession; F&A oversees audit, finance, cybersecurity; Independence Committee reviews related person transactions |
Fixed Compensation
| Component | FY2025 Amount/Terms |
|---|---|
| Annual cash retainer | $52,500 for non‑employee directors |
| Committee member fees | F&A: $25,000; Governance: $15,000 |
| Committee chair fees | Governance Chair: $15,000 |
| Bruce R. Chizen – Cash fees | $107,500 total (retainer + F&A member + Governance member + Governance Chair) |
Performance Compensation
| Equity Element | FY2025 Detail |
|---|---|
| Annual director equity grant | 2,114 RSUs granted May 31, 2025; fair value $345,872; vests May 31, 2026 |
| Board‑approved equity limit | $350,000 grant value cap; RSU count derived using $165.53 closing price |
| Director equity structure | Non‑employee director equity awards delivered as 1‑year RSUs; no performance‑based equity awards |
| Performance metrics tied to director pay | None (Oracle does not use performance‑based equity for directors) |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| ChargePoint, Inc. | Chair | Current external chair |
| Informatica Inc. | Chair | Current external chair |
| Synopsys, Inc. | Director | Current director |
| Related‑party transactions involving Chizen | None specifically disclosed; Independence Committee oversees >$120k related person transactions; FY2025 related person revenues ~0.02% and expenses ~0.04% of totals |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Technology industry leadership | Former Adobe CEO; current roles across technology and IP‑driven firms |
| Financial/audit expertise | Acting CFO experience; member, Finance & Audit Committee; signatory on F&A Committee Report |
| M&A and investment insight | Private equity adviser (Permira), venture advisor (Voyager) |
| Governance leadership | Chair, Governance Committee; Lead Independent Director |
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 82,111 shares; includes 79,125 shares held in family trust |
| Ownership % of class | Less than 1% |
| Unvested RSUs (FY2025 year‑end) | 2,114 RSUs unvested; grant 5/31/2025; vest 5/31/2026 |
| Options outstanding | None (director) |
| Pledging status | No pledged shares (Oracle policy prohibits pledging; only Mr. Ellison excepted) |
| Ownership guidelines | Non‑employee directors must own ≥10,000 shares within 5 years; all are in compliance or have time; many exceed minimum |
Governance Assessment
- Board effectiveness: Chizen holds key governance roles—Lead Independent Director and Governance Committee Chair—supporting independent oversight, succession planning, ESG, and review of pledging risks; he contributes to audit oversight via F&A membership and is a signatory to the F&A report .
- Independence and engagement: Formally determined independent; attended at least 75% of Board/committee meetings; participates in regular executive sessions of non‑employee directors .
- Alignment and pay structure: Director compensation emphasizes fixed cash plus one‑year RSUs (no performance equity), with robust stock ownership guidelines; Chizen’s FY2025 mix was $107,500 cash and $345,872 RSUs, and he exceeds the 10,000‑share guideline .
- Conflicts and related‑party exposure: No Chizen‑linked related party transactions disclosed; Independence Committee processes reviewed and quantified overall related‑party exposures as de minimis in FY2025 .
- Shareholder signals: Say‑on‑pay approved at 78% in 2024, and independent director engagement with investors is ongoing; while not specific to director pay, these practices indicate responsiveness to governance feedback .
RED FLAGS
- None disclosed specific to Chizen (no pledging, no related‑party transactions, independent status, committee leadership, and compliance with ownership guidelines) .