Jeffrey S. Berg
Director at ORCL
Board
About Jeffrey S. Berg
Independent director of Oracle since 1997 (age 78). Former Chairman and CEO of International Creative Management (ICM) with 45+ years in media and entertainment; currently Chairman of Northside Services, LLC. Prior advisory roles include Co‑Chair of California’s Council on Information Technology and board/leadership roles at UC Berkeley’s College of Letters & Sciences, UCLA Anderson, and the London School of Economics. Core credentials: board leadership, independence, finance oversight, brand/talent strategy in complex industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Creative Management, Inc. (ICM) | Chairman & CEO | 1985–2012 | Led global talent agency; deep expertise in brand and talent strategy |
| Resolution (talent & literary agency) | Chairman & Founder | 2013–2015 | Strategic leadership in entertainment services |
| California Council on Information Technology | Co‑Chair | Not disclosed | Government/tech policy perspective to board deliberations |
| UC Berkeley College of Letters & Sciences | President, Executive Board | Not disclosed | Academic governance; institutional networks |
| UCLA Anderson School of Management | Board of Trustees (prior) | Not disclosed | Oversight exposure to management education |
| London School of Economics | Court of Governors (prior) | Not disclosed | Global policy/economics insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northside Services, LLC | Chairman | Since May 2015 | Media/entertainment advisory firm |
- Current public-company directorships: none disclosed for Berg in Oracle’s proxy .
Board Governance
- Committee assignments: Chair, Committee on Independence Issues; Member, Finance & Audit (F&A) Committee .
- Independence: Board determined Berg independent under NYSE/SEC standards for fiscal 2025; all members on Compensation and F&A met heightened independence standards .
- Attendance: Board met 8 times in fiscal 2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended the November 2024 annual meeting; non‑employee directors held 4 executive sessions .
- F&A responsibilities (oversight relevance): financial reporting, internal controls, privacy/cybersecurity, M&A evaluation; Berg is a signatory on the F&A report .
- Lead independent director: Bruce R. Chizen (chairs Governance); role rotates among committee chairs annually at executive sessions .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $52,500 | Non‑employee director retainer |
| F&A Committee member retainer | $25,000 | Annual committee member fee |
| Independence Committee member retainer | $15,000 | Annual committee member fee |
| Independence Committee chair retainer | $15,000 | Additional annual chair fee |
| Total cash fees (Fiscal 2025) | $107,500 | Sum of retainers |
| Annual equity grant (RSUs) | 2,114 RSUs | Granted May 31, 2025; vests May 31, 2026 |
| Grant date fair value | $345,872 | RSUs value under ASC 718 |
| RSU grant sizing policy | $350,000 cap; 2,114 RSUs based on $165.53 closing price | Board-approved limit; conversion ratio 4 options:1 RSU; RSUs vest in 1 year |
Program features:
- No per‑meeting fees; emphasis on equity; no performance-based director equity; robust stock ownership guidelines; no retirement benefits/perqs for directors .
Performance Compensation (Director)
| Metric Framework | Status |
|---|---|
| Performance-based equity (RSUs/PSUs/options) | Not used for non‑employee directors |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | None disclosed for Berg |
| Compensation Committee interlocks | None reported; no executive served on other boards/committees creating interlocks in last fiscal year |
| Sector overlaps with Oracle stakeholders | Governance processes require disclosure/review of conflicts; Independence Committee reviews transactions >$120k and director independence annually |
Expertise & Qualifications
- Executive leadership in global entertainment; brand management and talent strategy; navigating industry transitions .
- Finance and audit oversight via F&A membership; governance/independence oversight as Independence Committee Chair .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 202,814 | Includes 1,450 spouse; 201,364 in family trust; <1% of class |
| Unvested RSUs outstanding | 2,114 | Granted May 31, 2025; vest May 31, 2026 |
| Pledged shares | None | No director (other than Mr. Ellison exception under policy) has pledged shares |
| Ownership guidelines | 10,000 shares minimum (directors) | Compliance overseen by Compensation Committee; all non‑employee directors believed compliant or within time |
| Anti‑hedging/anti‑pledging | Prohibited for directors; Ellison exception monitored quarterly | Governance Committee quarterly review; reports to F&A and Board |
Governance Assessment
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Strengths
- Independence and oversight: Berg chairs the Independence Committee that reviews related‑party transactions and director independence; robust processes and third‑party benchmarking for Ellison‑related transactions and aircraft leases; minimal related‑party exposure relative to revenues/expenses (≈0.02% and ≈0.04% respectively) .
- Alignment: Director pay emphasizes equity with annual RSUs and moderate cash retainers; stock ownership guidelines enforce “skin‑in‑the‑game”; Berg holds 202,814 shares, well above the 10,000-share guideline .
- Engagement: At least 75% attendance; executive sessions held; independent director engagement with investors; say‑on‑pay support at 78% in 2024 indicates improving investor sentiment .
-
Potential red flags and watch items
- Tenure/refreshment: Berg’s long tenure (since 1997) contributes institutional knowledge but may raise entrenchment concerns flagged by some stockholders; Board argues for mix of tenures and ongoing refresh (4 new independents in last 8 fiscal years) .
- Ellison pledging: While Berg oversees this as Independence Chair, Ellison’s 346,000,000 shares pledged require continued monitoring; Governance Committee reports quarterly and currently deems risk immaterial based on financial capacity and non‑margin structure .
- No performance-linked director equity: Aligns simplicity and independence, but investors seeking performance metrics for director equity will note none are used for Oracle’s board .
-
Overall implication for investor confidence
- Berg enhances board effectiveness through independence oversight and audit participation, with solid engagement and ownership alignment. Entrenchment optics from tenure should be weighed against consistent independence determinations and documented refresh efforts .