Michael J. Boskin

About Michael J. Boskin

Michael J. Boskin (age 80) is an independent director of Oracle, serving on the Board since 1994; he is the Tully M. Friedman Professor of Economics and a Senior Fellow at the Hoover Institution at Stanford University, and CEO/President of Boskin & Co., Inc. . He previously chaired the U.S. President’s Council of Economic Advisers (Feb 1989–Jan 1993) and currently serves as a director of Bloom Energy Corporation . Oracle’s Board has determined he is independent under NYSE listing standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Stanford University	Tully M. Friedman Professor of Economics; Hoover Institution Senior Fellow	On faculty since 1971	International economic growth, tax/fiscal policy insight to Board oversight
The White House (CEA)	Chairman, Council of Economic Advisers	Feb 1989 – Jan 1993	Led macroeconomic policy advisory; expertise in tax/monetary policy
Boskin & Co., Inc.	CEO and President	Not stated	Economic consulting; strategic fiscal governance expertise

External Roles

Organization	Role	Tenure/Status	Notes
Bloom Energy Corporation	Director	Current	Public company directorship
Stanford University	Professor; Senior Fellow	Ongoing	Academic roles; economic policy expertise

Board Governance

Committee assignments: Chair, Finance & Audit Committee (F&A) .
Financial expertise: Board determined Dr. Boskin qualifies as an “audit committee financial expert” under SEC rules .
Independence: Board determined he was independent in fiscal 2025 under NYSE standards .
Attendance: Board met eight times in fiscal 2025; each director attended at least 75% of Board and applicable committee meetings .
Executive sessions: Non‑employee directors held an executive session after each regular Board meeting (four total in fiscal 2025) .
Lead independent director: Bruce R. Chizen currently serves as Lead Independent Director .
F&A scope and engagement: F&A oversees financial reporting, internal controls, cybersecurity, privacy/data security risk; held four executive sessions with the external auditor in fiscal 2025 .

Fixed Compensation (Director)

Component (Fiscal 2025)	Amount	Source/Notes
Fees Earned or Paid in Cash	$122,948	Includes Board retainer and committee roles
Stock Awards (RSUs) – Grant Date Fair Value	$345,872	RSUs granted May 31, 2025
Total	$468,820	Sum of cash and stock awards
Annual Board Cash Retainer (program terms)	$52,500	Program-level disclosure
F&A Committee Chair Cash Retainer (program terms)	$50,000 (effective Aug 2024)	Program-level disclosure
F&A Committee Member Cash Retainer (program terms)	$25,000	Program-level disclosure

Performance Compensation (Director)

Element	Grant Date	Quantity/Terms	Performance Metrics
Annual RSU Grant	May 31, 2025	2,114 RSUs (value cap $350,000; priced at $165.53)	None; Oracle does not use performance-based equity for directors
Vesting	May 31, 2026	RSUs vest on first anniversary, subject to continued service	N/A (time-based)

Oracle’s non‑employee director compensation program: no per‑meeting fees, emphasis on equity; no performance-based equity awards for directors; robust ownership guidelines .

Other Directorships & Interlocks

Entity	Relationship	Conflict/Interlock Notes
Bloom Energy Corporation	Director (current)	Public company directorship
Stanford University	Employer	Oracle paid a de minimis amount to Stanford in fiscal 2025 (≈0.0002% of Oracle revenues; ≈0.0005% of Stanford revenues); Board concluded within NYSE limits; considered in independence determination

Expertise & Qualifications

Internationally recognized economist with expertise in global growth, tax and fiscal policy; provides insights into international tax, monetary policy, treasury and macroeconomic risk .
Audit committee financial expert; enhances oversight of financial reporting, internal controls, and risk (including cybersecurity via F&A scope) .

Equity Ownership

Metric (as of Sept 19, 2025 unless noted)	Amount	Notes
Total Beneficial Ownership	96,444 shares	Includes 1,000 shares owned by spouse
Percent of Class	<1%	Asterisk denotes less than 1%
Unvested RSUs Outstanding at FY2025 Year-End (May 31, 2025)	2,114 RSUs	Granted May 31, 2025; vest May 31, 2026
Stock Options Outstanding	0	None outstanding
Shares Pledged	None (pledging prohibited for directors; only Mr. Ellison excepted)
Director Ownership Guideline	10,000 shares	Applies to non‑employee directors
Guideline Compliance	Company states all non‑employee directors are in compliance or have time to comply	Boskin’s holdings exceed 10,000 shares

Insider Trades

Date/Item	Detail	Notes
Form 4 (late filing)	Reported acquisition of 1,682 shares; filed late on March 21, 2025	Company disclosure under Section 16(a)

Governance Assessment

Strengths
- F&A Chair and audit committee financial expert designation signal robust oversight of financial reporting, internal controls, M&A/finance, tax and cybersecurity risk, supporting investor confidence .
- Material beneficial ownership (96,444 shares) and RSU alignment, with anti‑hedging/anti‑pledging policies and ownership guideline compliance enhance alignment with shareholders .
- Independence affirmed despite Stanford ties, with payments assessed as de minimis and within NYSE thresholds .
Potential Risks / RED FLAGS (monitor)
- Very long tenure (director since 1994) may raise entrenchment/perceived independence concerns; the Board acknowledges investor feedback on long tenures while emphasizing a mix of tenures and ongoing refreshment .
- Administrative compliance note: one late Form 4 filing in fiscal 2025 (small acquisition) .
Overall Implications
- Boskin’s macroeconomic, tax, and fiscal policy expertise, combined with his F&A leadership and financial expert status, is additive for audit quality, capital allocation, and risk oversight; ownership and policy safeguards bolster alignment, while tenure-related optics merit continued Board refreshment attention .