Jeffrey O. Henley
ORACLEAbout Jeffrey O. Henley
Executive Vice Chair of the Board at Oracle since September 2014; previously Chairman (2004–2014) and EVP/CFO (1991–2004). Director since 1995; age 80 as of the 2025 proxy record date. Brings deep financial and operating leadership, maintains active engagement with key customers, and supports major commercial transactions; his CFO background strengthens Board oversight of financial strategy, reporting, and controls . Oracle’s recent long-term performance milestones include achieving all six market cap goals since fiscal 2018 and multiple cloud revenue and margin targets under the eight-year PSO program, indicating substantial value creation and operational execution across the period in which Henley has been a senior leader .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle Corporation | Executive Vice Chair of the Board | 2014–present | Supports major global commercial transactions; provides insights into market dynamics and customer relationships; strengthens oversight of financial strategy . |
| Oracle Corporation | Chairman of the Board | 2004–2014 | Led Board during pivotal transitions; governance leadership through period of product and business evolution . |
| Oracle Corporation | EVP & Chief Financial Officer | 1991–2004 | Financial and accounting leadership during scaling years; established discipline in reporting and controls . |
| Oracle Corporation | Director | 1995–present | Long-tenured director with institutional knowledge of strategy, management, and operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in Oracle’s proxy biographies for Henley | — | — | No external public company board roles or other outside positions are disclosed for Henley in the proxy biographies . |
Fixed Compensation
Multi-year compensation for Henley (fiscal years per Oracle’s SCT):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 650,000 | 650,000 | 650,000 |
| Bonus ($) | — | — | — (Committee reduced to $0 despite achievement to preserve capital) |
| Stock Awards ($) | 8,608,921 | 8,712,433 | 8,799,774 |
| Non-Equity Incentive Plan Compensation ($) | 416,521 | 529,226 | — |
| All Other Compensation ($) | 8,050 | 7,954 | 8,717 |
| Total ($) | 9,683,492 | 9,899,613 | 9,458,491 |
Notes:
- FY25 base salary remained $650,000; no cash bonus paid in FY25 due to capital preservation for strategic priorities (AI, growth), despite over-target achievement levels .
- FY25 RSU annual grant size was 53,703 RSUs .
Performance Compensation
Annual Cash Bonus (Executive Bonus Plan)
| Element | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FY25 Executive Bonus | Growth in non-GAAP operating income (multiplied by 0.0263%) | $500,000 target | Achievement would have been 104% of target pre-reduction | $0 (Compensation Committee reduced all performance-based bonuses to $0 to preserve capital) | Cash, paid after year-end; none for FY25 |
Long-Term Equity (RSUs)
| Element | Grant Date | RSUs Granted | Vesting Schedule | Rationale | FY25 Vesting/Value |
|---|---|---|---|---|---|
| FY25 Annual RSU | 9/19/2024 | 53,703 | 25% per year over 4 years, subject to continued service | Strong retention incentives with value tied to stockholder returns; Committee believes performance-based LTIs could create undesirable incentives for Henley’s role | 102,787 RSUs vested in FY25 across outstanding grants; $15,400,752 value realized on vesting (closing price on vest date x shares) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Sep 19, 2025) | 3,374,819 shares; less than 1% of class . |
| Ownership Breakdown | 1,182,339 shares in family trust; 452,302 shares in J&J Family Foundation; 362,029 shares in Jeffrey & Judy Henley Community Property Trust; 145,114 shares in a grantor retained annuity trust (Henley as trustee); 1,200,000 shares subject to currently exercisable options or options exercisable within 60 days; 33,035 RSUs vesting within 60 days . |
| Shares Pledged | None; Oracle states no other executive or director pledges shares (Ellison excepted, monitored quarterly) . |
| Stock Ownership Guidelines | Executive Vice Presidents who are Section 16 Officers (including Executive Vice Chairs of the Board): 50,000 shares minimum; RSUs count only when vested; vested but deferred RSUs count at 50% of value . |
| Compliance Status | Oracle believes all non-employee directors and senior officers are in compliance or have time to comply as of Sep 19, 2025 . |
Outstanding Equity Awards (as of May 31, 2025)
| Type | Grant Date | Quantity | Exercise/Reference Price | Expiration / Vesting | Market/Intrinsic Value Basis |
|---|---|---|---|---|---|
| Time-based Stock Options (Exercisable) | 7/2/2015 | 400,000 | $40.36 | 7/2/2025 | — |
| Time-based Stock Options (Exercisable) | 6/30/2016 | 400,000 | $40.93 | 6/30/2026 | — |
| Time-based Stock Options (Exercisable) | 7/10/2017 | 400,000 | $49.62 | 7/10/2027 | — |
| Time-based Stock Options (Exercisable) | 6/27/2018 | 400,000 | $43.45 | 6/27/2028 | — |
| RSUs (Unvested) | 8/03/2021 | 25,000 | — | 25% annually over 4 years | Market value $4,138,250 at $165.53 |
| RSUs (Unvested) | 9/20/2022 | 66,070 | — | 25% annually over 4 years | Market value $10,936,567 at $165.53 |
| RSUs (Unvested) | 9/15/2023 | 59,258 | — | 25% annually over 4 years | Market value $9,808,977 at $165.53 |
| RSUs (Unvested) | 9/19/2024 | 53,703 | — | 25% annually over 4 years | Market value $8,889,458 at $165.53 |
Notes:
- FY25 option exercises: Henley had no option exercises; RSU vesting totaled 102,787 shares with $15.4M value realized on vesting .
- Market value calculations in proxy reflect closing price $165.53 on May 30, 2025 .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | U.S. NEOs (including Henley) are employed “at will”; no employment agreement provides payments or benefits on termination or in connection with change in control . |
| Change-in-Control | No single-trigger; double-trigger acceleration only if Oracle is acquired and awards are not assumed, or if assumed and employment is terminated without cause within 12 months post-acquisition . |
| Death Benefits | One additional RSU tranche vests; Prior Plan options vest two additional tranches on death; PSOs continued to next measurement date (now ended) . |
| Clawback | Robust compensation recovery policy in event of a financial restatement or significant misconduct . |
| Hedging/Pledging | Anti-hedging policy applies to all employees/directors; anti-pledging applies to all except Ellison, whose pledged shares are monitored quarterly by Governance Committee . |
Potential Payments and Values (as of May 30, 2025)
| Scenario | Intrinsic Value of Unvested Equity Accelerated |
|---|---|
| Change-in-Control (double-trigger) | $33,773,251 for Henley . |
| Death Benefits | $15,098,488 for Henley . |
Board Governance
- Executive director; Henley does not serve on Board committees (committees are composed solely of independent directors) .
- Executive directors do not receive separate compensation for Board service .
- Board meeting attendance: each director attended at least 75% of Board and applicable committee meetings in fiscal 2024 .
- Leadership: Chair and CEO roles are separated; lead independent director duties rotate annually among committee chairs; all standing committees are independent .
- Tenure perspective: Board emphasizes benefits of longer-tenured directors for institutional knowledge; no mandatory retirement age .
Director Compensation (Context)
- Non-employee directors: annual cash retainer $52,500; committee fees $25,000 (F&A and Compensation), $15,000 (Governance/Independence); RSU annual grant limited to $350,000 grant value, actual 2,114 RSUs granted on May 31, 2025 .
- Not applicable to Henley (executive directors receive no separate director pay) .
Compensation Structure Analysis
- Shift toward RSUs for non-CEO NEOs: RSUs vest over four years and retain value even during market volatility, improving retention but reducing explicit performance linkage versus PSOs (Committee explicitly avoided performance-based LTIs for Henley’s role) .
- FY25 bonus reduction decision to $0 despite >100% attainment demonstrates capital prioritization over cash compensation; signals alignment with long-term investment and potential near-term selling pressure reduction from bonuses .
- Heavy equity mix: approximately 94% of total direct compensation for non-CEO NEO cohort (including Henley) was equity-based and at risk in FY25, aligning pay with stockholder outcomes .
Risk Indicators & Red Flags
- Pledging: None for Henley; Oracle states no other executive/director pledges shares (Ellison excepted and monitored) .
- Related-party transaction oversight: Independence Committee reviews transactions >$120,000 with affiliates; monitors conflicts and corporate opportunities .
- Governance strengths: independent committees; stock ownership guidelines; anti-hedging; clawback; annual compensation risk assessment .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay vote; Board highlights engagement with large institutional investors via independent directors, focusing on executive compensation and governance .
Expertise & Qualifications
- Deep finance and accounting expertise as former CFO; strategic leadership across multiple decades; active customer engagement supporting major transactions .
Work History & Career Trajectory
| Employer | Role | Tenure | Notes |
|---|---|---|---|
| Oracle | EVP & CFO | 1991–2004 | Financial leadership as Oracle scaled; established controls and reporting . |
| Oracle | Chairman | 2004–2014 | Governance leadership during product and cloud transitions . |
| Oracle | Executive Vice Chair | 2014–present | Strategic advisor; supports large deals; customer engagement . |
Compensation Committee Analysis (Context)
- Committee uses peer data, independent consultant input, and role-specific contributions to set pay; for Henley, valued for strategic, managerial, and customer-facing impact .
Investment Implications
- Alignment: Henley’s significant equity exposure via RSUs and long-held options, compliance with ownership guidelines, and no pledging support long-term alignment; FY25 zero bonus decision reinforces capital discipline in AI/cloud investment cycle .
- Retention: Four-year RSU vesting cadence and continued annual grants (e.g., 53,703 RSUs in FY25) are strong retention levers, reducing near-term departure risk .
- Trading signals: FY25 RSU vesting of 102,787 shares ($15.4M value) indicates predictable vesting flows; lack of option exercises in FY25 suggests limited incremental selling pressure from expiring options for Henley, though standard tax-related sell-to-cover on RSU settlements may occur .
- Governance: Dual role as Executive Vice Chair and director is mitigated by fully independent committees, separated Chair/CEO structure, and rotating lead independent director; low risk of independence issues in committee decision-making .
- Downside risks: Reduced explicit performance linkage in LT equity for Henley (time-based RSUs) can weaken pay-for-performance optics; however, equity value remains directly tied to stock price and long-term vesting .