Charles W. Moorman
ORACLEAbout Charles W. Moorman
Charles W. Moorman (age 73) is an independent director of Oracle, serving since 2018. He sits on the Compensation Committee and the Committee on Independence Issues, bringing deep operational leadership and risk management experience from prior CEO roles at Norfolk Southern and Amtrak; he also serves as a director of Chevron Corporation. The Board determined Mr. Moorman is independent under NYSE and Oracle’s governance guidelines; each director attended at least 75% of Board and applicable committee meetings in fiscal 2025, and all directors attended the November 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amtrak | Senior Advisor | 2018–2025 | Regulatory compliance and environmental stewardship insights |
| Amtrak | President & CEO | Aug 2016–Jan 2018 | Led major U.S. transportation operations and safety programs |
| Norfolk Southern Corporation | CEO; Chairman | CEO: 2005–2015; Chairman: 2006–2015 | Operational, engineering, technology, finance, and risk management leadership |
| Norfolk Southern Corporation | Various roles (operations, IT, HR) | 1975–2005 | Enterprise operations and technology oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Director | Not disclosed | Large-cap energy governance experience |
Board Governance
- Committees: Compensation; Independence Issues .
- Independence: Board determined Moorman is independent; committee service met heightened NYSE/SEC standards in fiscal 2025 .
- Attendance: Each director attended at least 75% of all Board and applicable committee meetings in fiscal 2025; all Directors attended the 2024 annual meeting .
- Years of service: Director since 2018 .
- Executive sessions: Non‑employee directors held executive sessions after each regularly scheduled Board meeting (four in fiscal 2025) .
- Lead independent director: Bruce R. Chizen currently serves as Lead Independent Director and Governance Committee Chair (context for Board leadership) .
Fixed Compensation
| Component | Amount (Fiscal 2025) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $52,500 | Standard for non‑employee directors |
| Committee Member Cash Retainers | $40,000 | Compensation Committee $25,000; Independence Committee $15,000 |
| Meeting Fees | $0 | No per‑meeting fees |
| Total Cash | $92,500 | Director compensation table for Moorman |
Performance Compensation
| Grant Type | Grant Date | Shares RSUs | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Annual Director RSUs | May 31, 2025 | 2,114 | 345,872 | Fully vests on first anniversary (May 31, 2026) | None; directors do not receive performance‑based equity |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks | Potential Conflict Notes |
|---|---|---|---|
| Chevron Corporation | Director | Not disclosed | No related‑party transactions disclosed for Mr. Moorman; Independence Committee monitors transactions >$120,000 and director independence |
Expertise & Qualifications
- Former CEO of Norfolk Southern and Amtrak; extensive leadership of complex, regulated operations .
- Expertise spanning engineering, technology, finance, and risk management; insight into regulatory compliance and environmental stewardship .
- Governance contribution through service on major public company boards (Chevron) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 91,529 | Includes 52,954 shares held in trusts for the benefit of his family |
| Ownership % of Shares Outstanding | <1% | As reported (“*” indicates less than 1%) |
| Unvested RSUs Outstanding (May 31, 2025) | 2,114 | Annual director RSUs; vest May 31, 2026 |
| Options Outstanding | 0 | No director options outstanding |
| Shares Pledged | 0 | Only Mr. Ellison has pledged shares; no other director/officer has pledged |
| Ownership Guideline | 10,000 shares within 5 years | Non‑employee director guideline; all directors in compliance or have time to comply |
Governance Assessment
- Board effectiveness: Independent status, active committee roles (Compensation; Independence), and executive session participation support robust oversight .
- Alignment: Director compensation emphasizes equity; standardized cash retainer plus committee fees; no per‑meeting fees; annual RSUs vest after one year to promote alignment without short‑term incentives .
- Engagement/attendance: Meets minimum 75% participation standard; Board conducts regular executive sessions and maintains structured evaluations .
- Conflicts oversight: Independence Committee reviews related‑person transactions; Compensation Committee members (including Moorman) have no Item 404 related‑party relationships; anti‑hedging and anti‑pledging policies apply (with monitored exception for Mr. Ellison) .
- Shareholder signals: Say‑on‑Pay approval at ~78% in 2024; ongoing outreach with institutional holders; Compensation Committee responsiveness documented .
- RED FLAGS: None disclosed specific to Mr. Moorman (no pledging; no related‑party transactions; independent status affirmed) .