Michael D. Sicilia
About Michael D. Sicilia
Michael D. Sicilia is Oracle’s Chief Executive Officer and a non‑independent director, appointed effective September 22, 2025 (age 54; director since 2025) . He previously led Oracle’s Industries business and has deep expertise in vertical applications and applied AI, having joined Oracle via the acquisition of Primavera Systems where he served as CTO . Company performance context prior to his CEO appointment: in fiscal 2025 Oracle reported GAAP revenues of $57.4B (+8% YoY), GAAP operating income of $17.7B (31% margin), GAAP net income of $12.4B, and EPS of $4.34; Oracle’s stock rose 130% from FY22 end to FY25 end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle Corporation | CEO; Director | Sep 2025–present | Leads Oracle’s AI-driven strategy across industries; provides board insight on vertical businesses |
| Oracle Corporation | President, Industries | Jun 2025–Sep 2025 | Drove intent-based application generation and embedded AI agents in industry suites |
| Oracle Corporation | EVP, Industries; EVP, Global Business Units | Oct 2019–Jun 2025 | Product development leadership for industry-specific cloud and AI solutions |
| Oracle Corporation | Various roles (post-acquisition) | 2009–2019 | Progressively senior roles after Primavera acquisition |
| Primavera Systems | Chief Technology Officer | 1993–2008 | Technology leadership at Primavera; predecessor to Oracle acquisition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primavera Systems | Chief Technology Officer | 1993–2008 | Led enterprise project management tech; foundation for Oracle’s industry applications |
Fixed Compensation
| Element | FY26 Terms | Effective/Approval Date | Notes |
|---|---|---|---|
| Base Salary | $950,000 | Effective Sep 22, 2025; approved Sep 30, 2025 | Set upon CEO appointment |
| Target Annual Cash Bonus | $5,000,000 (Executive Bonus Plan) | Approved Sep 30, 2025 | FY26 target under Oracle’s performance-based plan |
Performance Compensation
| Instrument | Grant Value | Mix/Weighting | Performance Metric | Vesting | Strike/Grant Details | Payout Status |
|---|---|---|---|---|---|---|
| Stock Options (time-based) | Portion of $100M grant | 80% of total grant | N/A (service-based) | Vests over 4 years, subject to continued service | Exercise price = FMV on Sep 24, 2025; Amended & Restated 2020 Equity Plan | Not yet vested in full; ongoing service vesting |
| Performance Stock Options (PSOs) | Portion of $100M grant | 20% of total grant | “Certain revenue metrics” | 3-year performance period ending May 31, 2028 | Exercise price = FMV on Sep 24, 2025; Amended & Restated 2020 Equity Plan | Performance period in progress; not yet certified |
- Compensation design signals: mix of at‑risk equity; PSOs aligned to revenue growth; options sized at $100M for Sicilia .
- Oracle’s compensation policies include caps on bonus payouts, robust clawback, anti‑hedging, and an anti‑pledging policy (exception only for Mr. Ellison) .
Equity Ownership & Alignment
| Item | Amount/Detail | As Of | Notes |
|---|---|---|---|
| Total beneficial ownership | 201,996 shares | Record date Sep 19, 2025 | Includes spouse and RSUs noted below; <1% of class |
| Ownership as % of outstanding | <1% | Sep 19, 2025 | As classified in proxy ownership table |
| Spouse holdings | 2,655 shares | Sep 19, 2025 | Included in beneficial ownership |
| RSUs vesting within 60 days | 73,411 RSUs | Sep 19, 2025 | Included in beneficial ownership |
| Pledged shares | None disclosed for Sicilia | Sep 19, 2025 | Only Mr. Ellison has pledged shares under monitored exception |
| Stock ownership guideline | 250,000 shares (CEOs) | Policy | Must meet within 5 years; promotions have 1 year to comply with increased requirement |
| Guideline compliance status | In compliance or allowed time to comply (companywide statement) | Sep 19, 2025 | Proxy notes senior officers have compliance or time to comply; Sicilia promoted in 2025 |
- Anti‑hedging policy applies to all employees and directors; anti‑pledging policy applies to all except Mr. Ellison under board oversight .
- Clawback policy compliant with SEC rules; allows recovery in cases of restatement or significant misconduct .
Employment Terms
- Appointment: Promoted to CEO and added to the Board effective Sep 22, 2025; no related party transactions or family relationships disclosed .
- Equity: Options granted Sep 24, 2025 at FMV; 80% time‑based over 4 years; 20% PSOs over 3 years to May 31, 2028 with revenue metrics .
- Severance and change‑of‑control (program features): Oracle discloses no executive severance arrangements except as required by law/plan; no single‑trigger change‑in‑control vesting; no change‑in‑control acceleration of performance‑based cash bonuses; no golden parachute tax gross‑ups .
- Insider trading and pledging: Comprehensive insider trading policy; anti‑hedging; pledging prohibited except monitored exception for Mr. Ellison; no other executives/directors have pledged Oracle shares .
Board Governance
- Board service: Director since 2025; non‑independent executive director; no standing committee membership .
- Leadership structure: Separate Chair (Executive Chair/CTO) and CEOs; majority independent board; 100% independent standing committees (Audit, Compensation, Governance, Independence) .
- Executive directors (including Sicilia) receive no separate director compensation .
- Lead Independent Director: Bruce R. Chizen; rotation per guidelines .
- Say‑on‑pay context: 78% approval at 2024 Annual Meeting .
Director Compensation (for context; executive directors)
- Executive directors (including Sicilia) do not receive additional director pay; non‑employee directors’ cash retainers and RSUs are disclosed separately and do not apply to Sicilia .
Performance & Track Record
- Strategic initiatives: Led intent‑based application generation replacing traditional coding; introduced AI agents across healthcare, banking, communications, utilities, hospitality, and retail industry suites .
- Company performance backdrop: FY25 GAAP revenue $57.4B (+8% YoY), GAAP operating income $17.7B, GAAP net income $12.4B, EPS $4.34; stock up 130% from FY22 end to FY25 end .
Risk Indicators & Red Flags
- Related party transactions: None reportable for Sicilia .
- Hedging/Pledging: Prohibited for executives/directors (except monitored exception for Mr. Ellison); no pledging by Sicilia .
- Clawback and dilution: Robust clawback policy; disciplined dilution rates monitored by compensation and audit committees .
Compensation Structure Analysis
- Cash vs. equity mix: FY26 package heavily equity‑linked via $100M options (service‑based + PSOs); at‑risk orientation consistent with policy .
- Shift to options: New CEO grants delivered in options with significant time‑based component (80%), reducing near‑term performance risk but maintaining retention leverage; PSOs (20%) add revenue‑linked outcomes .
- Policy discipline: No single‑trigger CIC vesting; no severance program; anti‑hedging; clawback—all mitigating pay‑for‑performance risk .
Equity Vesting & Potential Selling Pressure
- Time‑based options: 4‑year vesting implies potential incremental exercise capacity annually, but insider trading windows, anti‑hedging, and ownership guidelines temper near‑term selling pressure .
- PSOs: 3‑year performance horizon to May 31, 2028 tied to revenue metrics; payouts contingent on goal achievement, delaying any performance‑linked realizations .
Compensation Peer Group & Shareholder Feedback
- Peer benchmarking: Compensation decisions informed by peer data and independent consultant; committee engages directly with major investors annually; 2024 say‑on‑pay approval 78% .
Investment Implications
- Alignment: Large, multi‑year, at‑risk option grant with revenue‑linked PSOs aligns CEO incentives to top‑line growth over FY26–FY28; ownership guideline pushes accumulation to 250k shares over time .
- Retention vs. performance: 80% time‑based options strengthen retention; 20% PSOs preserve performance accountability; absence of severance and single‑trigger CIC vesting reduces downside governance risk .
- Trading signals: Vesting cadence and policy constraints suggest measured liquidity events rather than near‑term large disposals; monitor future Form 4 filings post‑vesting for exercise/sales behavior once windows open .
- Governance: Dual role (CEO + director) but board independence maintained via separate Chair and fully independent committees; executive directors receive no director pay, mitigating compensation layering .