Naomi O. Seligman
Director at ORCL
Board
About Naomi O. Seligman
Naomi O. Seligman is an independent director of Oracle, serving since 2005. She is 87 years old and is Vice Chair of the Board’s Compensation Committee, with a career spanning technology advisory and CIO networks, including co-founding and leading the Research Board and senior partnership at Ostriker von Simson, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Research Board, Inc. | Co-founder and Senior Partner | 1977–June 1999 | Private sector CIO institution sponsored by 100 CIOs; advised global enterprises |
| Akamai Technologies, Inc. | Director (prior) | Prior to 2025 (dates not disclosed) | Technology industry board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ostriker von Simson, Inc. | Senior Partner | June 1999–Present | Chairs CIO Strategy Exchange; convenes senior executives across four IT quadrants |
Board Governance
- Independence: The Board determined Seligman is independent under NYSE and Oracle Corporate Governance Guidelines; Compensation, Finance & Audit, Governance, and Independence Committees were composed entirely of independent directors in fiscal 2025 .
- Committee assignments: Compensation Committee Vice Chair (Chair: George H. Conrades) .
- Attendance: The Board met eight times in fiscal 2025; each director attended at least 75% of all Board and applicable committee meetings; all directors serving during fiscal 2025 attended the November 2024 annual meeting; non‑employee directors held executive sessions after each regularly scheduled meeting (four total) .
- Lead Independent Director: Bruce R. Chizen currently serves as Lead Independent Director and Governance Committee Chair .
- Stockholder engagement: Compensation Committee members (which Seligman vice‑chairs) met seven large institutional investors in fiscal 2025; outreach to nine institutions thus far in fiscal 2026 .
- Say‑on‑Pay: 2024 advisory vote approval was ~78% .
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $52,500 | Standard non‑employee director retainer |
| Compensation Committee member retainer | $25,000 | Applies to F&A and Compensation Committee members |
| Per‑meeting fees | $0 | Oracle does not pay per‑meeting fees |
| Total cash fees earned | $77,500 | Seligman’s FY25 fees |
Performance Compensation
| Element | Grant/Value | Vesting & Metrics |
|---|---|---|
| Annual Director RSUs | $345,872 grant-date fair value | 2,114 RSUs granted May 31, 2025; vest on May 31, 2026, subject to continued service |
| Performance-based equity for directors | None | Oracle states “No performance-based equity awards” for non‑employee directors |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| Akamai Technologies, Inc. | Director | Prior | Potential historical network overlap with George H. Conrades (former Akamai CEO), now Oracle Compensation Committee Chair |
Expertise & Qualifications
- Technology industry thought leader; deep enterprise technology and CIO networks via CIO Strategy Exchange and Research Board .
- Strategic guidance on global operations, human capital, and organizational performance; customer‑centric perspective and senior industry relationships .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership | 51,861 shares (<1% of class) | Includes 6,000 shares owned by spouse (disclaimed) and 14,414 in a trust |
| Unvested RSUs outstanding (FY25 year-end) | 2,114 | Granted May 31, 2025; vest May 31, 2026 |
| Shares pledged | None disclosed for directors other than Mr. Ellison; no other directors or executive officers pledge shares | |
| Stock ownership guidelines | 10,000 shares minimum for non‑employee directors; compliance overseen by Compensation Committee | |
| Compliance status | Oracle believes all non‑employee directors are compliant or have additional time; many exceed minimums |
Governance Assessment
- Strengths:
- Independent status; Vice Chair role on Compensation Committee enhances oversight of executive pay and human capital matters .
- High engagement with institutional investors via Compensation Committee outreach; supports transparency and responsiveness .
- Ownership alignment: exceeds director guideline threshold with 51,861 shares; RSU grants align with long‑term shareholder value; anti‑hedging and anti‑pledging policies (with monitored Ellison exception) reduce misalignment risk .
- Related‑party safeguards: Independence Committee pre‑approves transactions >$120,000; annual monitoring; related‑party activity immaterial (revenues ~0.02%, expenses ~0.04%) .
- Watch items / RED FLAGS:
- Long tenure: Board acknowledges investor concerns about entrenchment risks associated with several long‑tenured independent directors; maintains no mandatory retirement age or tenure limits (Board cites institutional knowledge benefits) .
- Age and refreshment: continued focus warranted on Board refreshment and succession given Seligman’s long service and age, though Board highlights ongoing refresh and mixed tenure profile .
Overall, Seligman’s independence, Compensation Committee leadership, and share ownership support investor confidence; entrenchment concerns are mitigated by active investor engagement, independent structures, and robust related‑party oversight .