Maria Smith
About Maria Smith
Maria Smith is Executive Vice President and Chief Accounting Officer at Oracle (ORCL), based in Ireland and designated a Named Executive Officer (NEO) for fiscal 2025. Her remit includes quarterly accelerated financial reporting, international statutory reporting, revenue operations, procurement operations, finance transformation using Oracle technology, M&A finance integration, and sharing Oracle’s experience with customers . Oracle delivered FY2025 GAAP revenues of $57.4B (+8% YoY), GAAP operating income of $17.7B (31% margin), GAAP net income of $12.4B, and GAAP EPS of $4.34; Oracle’s stock rose ~130% from the end of FY2022 to the end of FY2025, a backdrop to her pay-for-performance framework .
Past Roles
Oracle’s proxy provides Smith’s current responsibilities but does not include a detailed prior-work biography.
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle | EVP, Chief Accounting Officer | Not disclosed | Leads consolidated and statutory reporting, revenue ops, procurement ops, finance transformation |
Note: Historical employers and tenures are not detailed in the 2024–2025 proxies.
External Roles
Not disclosed in the 2024–2025 proxies.
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | — |
Fixed Compensation
FY2025 fixed and disclosed cash components:
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Base Salary | $504,469 | Based in Ireland; shown in SCT |
| Target Bonus | $500,000 | Discretionary corporate bonus plan funded by non-GAAP operating income growth |
| Bonus Paid | $0 | Compensation Committee zeroed bonuses to preserve capital for strategic priorities |
All Other Compensation (FY2025) – Detailed breakdown:
| Item | Amount (USD) |
|---|---|
| Irish Retirement Benefits Scheme (Company contributions) | $80,357 |
| Medical Insurance | $5,059 |
| Life & Disability Insurance | $23,581 |
| Flexible Benefits Cash | $25,529 |
| Total All Other Compensation | $134,893 |
Performance Compensation
Annual cash bonus (FY2025):
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Non-GAAP Operating Income Growth (funds corporate plan) | Discretionary | $500,000 | Not disclosed | $0 | Committee eliminated bonuses (capital preservation for AI/long-term growth) |
Long-term equity awards and vesting (time-based RSUs, 25% per year, 4 years):
| Grant Date | Instrument | Shares Granted | Vesting Schedule | Grant Date Fair Value |
|---|---|---|---|---|
| 2024-09-19 | RSUs | 47,736 | 25% annually on grant anniversary, subject to service | $7,822,021 |
| 2023-09-15 | RSUs | 39,506 | 25% annually | Market value at FY2025 year-end shown below |
| 2022-12-05 | RSUs | 22,032 | 25% annually | Market value at FY2025 year-end shown below |
| 2022-09-20 | RSUs | 11,012 | 25% annually | Market value at FY2025 year-end shown below |
| 2021-08-03 | RSUs | 3,375 | 25% annually | Market value at FY2025 year-end shown below |
Outstanding RSUs at FY2025 year-end (market values at $165.53):
| Grant Date | Unvested RSUs | Market Value (USD) |
|---|---|---|
| 2024-09-19 | 47,736 | $7,901,740 |
| 2023-09-15 | 39,506 | $6,539,428 |
| 2022-12-05 | 22,032 | $3,646,957 |
| 2022-09-20 | 11,012 | $1,822,816 |
| 2021-08-03 | 3,375 | $558,664 |
Design rationale: Oracle avoids performance-based equity for compliance-centric roles (e.g., CAO) to deter undesirable incentives; RSUs align retention with shareholder returns via stock price .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 59,952 shares; includes 5,506 RSUs vesting within 60 days of record date (Sept 19, 2025) |
| Ownership % of Class | <1% |
| Shares Pledged as Collateral | None; Oracle policy prohibits pledging for executive officers (exception only for Ellison; no other exec or director pledges) |
| Stock Ownership Guidelines (Senior Officers) | EVPs who are Section 16 officers: 50,000 shares minimum; full compliance or time to comply as of Sept 19, 2025 |
| Compliance Status | Oracle believes senior officers are compliant or within allowed time; Smith’s beneficial ownership exceeds 50,000 |
| Hedging Policy | Anti-hedging applicable to all employees/directors |
Employment Terms
Contractual and governance terms relevant to retention and change-of-control:
| Provision | Oracle Policy / Smith Terms |
|---|---|
| Employment Agreement | Smith has a standard Irish employment agreement with customary notice periods; other NEOs are at-will |
| Severance | No severance arrangements for executives except as required by law or provided under equity plans to employees generally |
| Change-of-Control (Equity) | “Double-trigger” only: RSUs/time-based options accelerate if awards are not assumed, or if assumed and employment is terminated without cause within 12 months post-acquisition |
| Performance Cash Bonuses (CIC) | No change-in-control acceleration of performance-based cash bonuses |
| PSO Special Terms | PSO CIC mechanics no longer applicable after performance period ended in FY2025 |
| Death Benefits | One additional RSU tranche vests upon death under standard RSU agreements |
| Clawback | Robust compensation recovery (clawback) policy for restatements or significant misconduct |
| Tax Gross-ups | No golden parachute tax reimbursements/gross-ups for NEOs |
| Deferred Compensation | Cash and RSU settlement deferral plans available; plan details disclosed |
| Anti-Hedging & Anti-Pledging | Anti-hedging for all; anti-pledging for executives/directors (exception only for Ellison, monitored quarterly) |
Performance & Track Record
Company-level outcomes during Smith’s NEO period (context for pay-for-performance):
| Metric | FY2025 |
|---|---|
| GAAP Revenues | $57.4B; +8% YoY (USD) |
| Cloud Services & License Support Revenues | $44B; +12% YoY (USD) |
| GAAP Operating Income | $17.7B |
| GAAP Operating Margin | 31% |
| GAAP Net Income | $12.4B |
| GAAP EPS | $4.34 |
| TSR (Stock Performance) | Oracle stock up ~130% from end FY2022 to end FY2025 |
Say-on-Pay and governance signals:
- 78% approval on 2024 advisory say-on-pay; Board continues engagement and responsiveness to investor feedback .
- Compensation Committee uses independent consultant (Compensia), annually assesses compensation risk, and oversees stock ownership guideline compliance .
Compensation Structure Analysis
- Year-over-year mix: For FY2025, Smith’s compensation is heavily equity-based (RSUs), with bonus zeroed despite achievement to fund strategic capital needs (AI and long-term growth) .
- Shift to RSUs: Oracle explicitly favors RSUs for CAO/legal/compliance roles to discourage risk-taking and emphasize sustained performance/retention .
- Ownership alignment: Beneficial ownership above 50,000-share guideline supports skin-in-the-game; no pledging; anti-hedging applicable .
Risk Indicators & Red Flags
- Pledging/Hedging: None for Smith; anti-pledging/anti-hedging policies in place .
- Severance/gross-ups: No severance arrangements; no golden parachute tax gross-ups .
- Bonus discretion: Committee’s zero-bonus decision in FY2025 reflects capital allocation priorities rather than performance shortfall .
- Related party: No Smith-related transactions disclosed; Independence Committee oversight exists for related person transactions .
Equity Ownership & Vesting Schedule Detail
Forward-looking vest cadence (subject to service; time-based RSUs):
| Grant Date | Annual Vesting Tranches | Indicative Vest Dates |
|---|---|---|
| 2024-09-19 (47,736 RSUs) | 25% per year | 2025-09-19; 2026-09-19; 2027-09-19; 2028-09-19 |
| 2023-09-15 (39,506 RSUs) | 25% per year | 2024-09-15; 2025-09-15; 2026-09-15; 2027-09-15 |
| 2022-12-05 (22,032 RSUs) | 25% per year | 2023-12-05; 2024-12-05; 2025-12-05; 2026-12-05 |
| 2022-09-20 (11,012 RSUs) | 25% per year | 2023-09-20; 2024-09-20; 2025-09-20; 2026-09-20 |
| 2021-08-03 (3,375 RSUs) | 25% per year | 2022-08-03; 2023-08-03; 2024-08-03; 2025-08-03 |
Near-term settlement: 5,506 RSUs scheduled to vest within 60 days of Sept 19, 2025 record date .
Compensation Peer Group & Committee Practices
- Committee independence; no interlocks; annual risk assessment of compensation programs .
- Independent consultant (Compensia) supports market benchmarking; elements and sizing reflect role-critical contributions and retention priorities .
Say-on-Pay & Shareholder Feedback
- 78% support in 2024 say-on-pay; ongoing outreach and Compensation Committee responsiveness (including redesign for FY2026 equity across NEOs; zero-bonus in FY2025) .
Investment Implications
- Alignment: Smith’s equity-heavy package and ownership above guideline suggest strong alignment; anti-hedging/anti-pledging and clawback add governance discipline .
- Retention vs. selling pressure: Multi-year RSU vesting creates predictable retention incentives; near-term vesting exists (5,506 RSUs within 60 days of Sept 19, 2025), but no pledging and no disclosed hedging reduce forced-selling risks .
- Cash bonus restraint: FY2025 bonus elimination—despite performance—signals capital prioritization for AI growth; investors may view this as conservative capital deployment enhancing long-term value .
- Change-of-control: Double-trigger structure and absence of cash severance/gross-ups reduce potential parachute risk and align with shareholder-friendly practices .
- Performance backdrop: Company-level revenue and margin expansion plus strong TSR underpin pay-for-performance credibility during her tenure as NEO .