Clayton M. Magouyrk
ORACLEAbout Clayton M. Magouyrk
Clayton M. Magouyrk is Co-CEO of Oracle and a director since 2025; age 39. He joined Oracle in 2014 from Amazon/AWS, where he was a senior engineer from 2008–2014. At Oracle he led Gen2 OCI engineering and scaled OCI to more than 100 public regions, positioning OCI as a go-to platform for AI training and inference. He was promoted to CEO effective September 22, 2025, with a board seat, following service as President, Oracle Cloud Infrastructure and prior roles as EVP, Cloud Infrastructure/OCI Engineering .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle | Chief Executive Officer; Director | Sep 2025–present | Leadership of OCI-driven strategy; appointed to Board with separate Chair and CEO structure |
| Oracle | President, Oracle Cloud Infrastructure (OCI) | Jun 2025–Sep 2025 | Led Gen2 OCI growth; platform became go-to for AI training/inference |
| Oracle | EVP, Cloud Infrastructure / OCI Engineering | Dec 2019–Jun 2025 | Oversaw design, implementation, and business success of Gen2 OCI; expansion to 100+ public regions |
| Oracle | Engineering/Cloud roles | 2014–2019 | Founding member of Oracle’s cloud engineering team |
| Amazon / AWS | Senior Engineer | 2008–2014 | Large-scale cloud engineering expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon / AWS | Senior Engineer | 2008–2014 | Engineering foundation for hyperscale cloud infrastructure |
Board Governance
- Director service: Director since 2025; employee director (not independent). Executive directors at Oracle do not receive separate director compensation .
- Committee roles: Oracle’s standing Board committees are composed solely of independent directors; employee directors are not committee members .
- Board leadership structure: Roles of Board Chair (Larry Ellison, Executive Chair/CTO) and CEOs are separate; a rotating lead independent director model is in place, with Bruce R. Chizen noted as current lead independent director in the nominees section .
- Independence considerations: Majority-independent Board and 100% independent committees help mitigate dual-role concerns from CEOs serving as directors .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Term |
|---|---|---|---|---|---|---|
| Stock options (time-based) | N/A (time-based vesting) | 80% of $250M grant value | N/A | N/A | N/A | 4-year vesting, subject to continued service; exercise price = FMV on Sep 24, 2025; granted under Amended & Restated 2020 Equity Plan |
| Performance-based stock options (PSOs) | Certain revenue metrics | 20% of $250M grant value | Certain revenue metrics | Performance period ongoing | N/A | 3-year performance period ending May 31, 2028; vesting subject to achievement; granted under Amended & Restated 2020 Equity Plan |
Notes:
- Grant mechanics: Options granted Sep 24, 2025, exercise price equal to fair market value on grant date .
- Equity program feedback: 2025 proxy reflects stockholder input on performance periods and mix of performance/time-based awards informing fiscal 2026 equity design .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 228,695 shares; less than 1% of class |
| Near-term vesting | Includes 88,093 RSUs vesting within 60 days of the Sep 19, 2025 record date |
| Ownership guidelines | CEOs must own 250,000 shares within five years; promotions from within have one year to comply with any increased requirement |
| Compliance status | As of Sep 19, 2025, Oracle believes all senior officers and non-employee directors are in compliance or have additional time to comply |
| Hedging & pledging | Anti-hedging applies to all employees/directors; anti-pledging applies to all except Mr. Ellison (subject to Governance Committee oversight). No pledge is disclosed for Magouyrk; Ellison had 346,000,000 shares pledged, monitored by the Governance Committee |
Employment Terms
| Provision | Summary |
|---|---|
| Employment arrangement | U.S. NEOs typically have “at-will” offer letters; no contractual severance in offer letters |
| Severance & change in control | No severance benefit arrangements for executives except as required by law or provided under equity plans |
| Change-in-control vesting | No single-trigger vesting. RSUs and time-based options accelerate only if Oracle is acquired and awards are not assumed, or if assumed and employment is terminated without cause within 12 months post-transaction (double trigger) |
| PSO treatment (legacy programs) | For prior PSO grants, during performance period, unearned tranches tied to market cap/operational goals could be deemed earned to the extent unmatched market cap goals were met immediately prior to change in control; PSO accelerated vesting terms ceased after fiscal 2025 performance period |
| Death benefits | Standard additional tranche(s) vesting for RSUs and time-based options per plan documents |
| Clawback policy | Robust compensation recovery policy in event of financial restatement or significant misconduct |
| Anti-hedging/pledging | Anti-hedging for all; anti-pledging for all except Ellison with oversight and pre-clearance procedures |
Director Compensation
| Component | Magouyrk (Employee Director) |
|---|---|
| Annual cash retainer | No separate director compensation for executive directors |
| Equity grant | No separate director equity for executive directors |
Reference for non-employee directors (context): Non-employee directors received 2,114 RSUs on May 31, 2025 under the Directors’ Stock Plan, reflecting the Board-approved grant value limit vs. stockholder-approved limits .
Performance & Track Record
- OCI achievements: Under Magouyrk’s leadership, OCI Gen2 achieved “unprecedented growth” and is described as the go-to platform for AI training and inference .
- Scale: Expanded OCI cloud regions to more than 100 public regions worldwide, reflecting execution in scaling secure, high-performance cloud infrastructure .
Risk Indicators & Red Flags
- Related party transactions/family ties: 8-K states no related party transactions reportable under Item 404(a) and no family relationships for Magouyrk .
- Alignment safeguards: Anti-hedging and anti-pledging policies (Ellison exception monitored); robust clawback policy .
- Change-in-control discipline: No single-trigger vesting; double-trigger standard under equity plans .
- Governance structure: Majority-independent Board; 100% independent committees; separate Chair/CEO roles .
Investment Implications
- Strong retention incentives: Large CEO promotion option grant ($250M; 80% time-based, 20% PSOs) with multiyear vesting creates retention lock-in and ties realized value to revenue performance through May 31, 2028 .
- Limited change-in-control windfalls: Double-trigger vesting under equity plans and absence of single-trigger acceleration reduce the risk of non-performance payouts in M&A scenarios .
- Near-term supply watch: 88,093 RSUs scheduled to vest within 60 days of the record date could create limited, short-term selling pressure; monitor Form 4s for any 10b5-1 plans or dispositions as windows open .
- Ownership alignment: CEO ownership guideline of 250,000 shares within five years, with transitional one-year compliance window for promotions, supports skin-in-the-game expectations; Oracle states senior officers are compliant or have time to comply .