Rona A. Fairhead
ORACLEAbout Rona A. Fairhead
Independent director at Oracle since 2019 (age 64), Fairhead brings senior public-sector and media/industrial leadership experience, having served as UK Minister of State for Trade and Export Promotion (2017–2019) and Chair of the BBC Trust (2014–2017). She previously was Chair & CEO of Financial Times Group (2006–2013) and CFO of Pearson plc, with earlier leadership roles at Bombardier and Imperial Chemical Industries. At Oracle, she serves on the Finance & Audit Committee and is designated an SEC “audit committee financial expert”; the Board classifies her as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UK Department for International Trade | Minister of State for Trade and Export Promotion | Sep 2017 – May 2019 | Senior government trade portfolio |
| BBC Trust | Chair | Oct 2014 – Apr 2017 | Governance oversight of UK public broadcaster |
| Financial Times Group Limited (Pearson plc division) | Chair & CEO | 2006 – 2013 | Led global media unit |
| Pearson plc | Chief Financial Officer | Prior to 2006 (dates not disclosed) | Corporate finance leadership |
| HSBC Holdings plc / UK Cabinet Office | Committee chair experience | Not disclosed | Chaired risk/audit committees reflecting governance/financial oversight expertise |
| Bombardier Inc.; Imperial Chemical Industries plc | Senior leadership roles | Not disclosed | Operations/industrial experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| RS Group plc (formerly Electrocomponents plc) | Chair of the Board | Current |
| CVC Capital Partners plc | Senior Independent Director | Current |
| The Royal Marsden NHS Foundation Trust | Non-executive director | Current |
| UK House of Lords | Member | Current |
Board Governance
- Committee assignments: Finance & Audit Committee member; designated audit committee financial expert by the Board .
- Independence: Board determined Fairhead is independent under NYSE standards; all members of standing committees (Audit, Compensation, Governance, Independence) were independent in FY2025 .
- Attendance: Board met 8 times in FY2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended the Nov 2024 annual meeting .
- Executive sessions: Non‑employee directors held an executive session after each regularly scheduled Board meeting (four in FY2025) .
- Lead Independent Director: Bruce R. Chizen currently serves as Lead Independent Director and chairs Governance .
- Stock ownership guidelines: Non‑employee directors must own 10,000 Oracle shares within five years; the company indicates all non‑employee directors and senior officers are currently in compliance or have additional time to comply .
- Anti‑hedging/pledging: Hedging of Oracle securities is prohibited for all directors; pledging is prohibited for directors (exception applies only to Mr. Ellison). The proxy states no other executive officer or director has pledged Oracle shares .
- Majority voting and mandatory resignation policy for directors in uncontested elections (Board will act within 90 days if a majority‑withheld vote occurs) .
Say‑on‑Pay and Shareholder Feedback:
- FY2024 Say‑on‑Pay vote (Nov 14, 2024): For 1,806,791,973; Against 508,390,449; Abstain 7,129,921; Broker Non‑Votes 250,464,124 .
- Fairhead’s director election (Nov 14, 2024): For 2,278,263,025; Withheld 44,049,318; Broker Non‑Votes 250,464,124 .
- Independent director engagement: Regular meetings with large institutional stockholders (often with Compensation Committee representatives) on governance and pay topics .
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual base director cash retainer | $52,500 |
| Committee member retainer – Finance & Audit | $25,000 |
| Meeting fees | $0 (no per‑meeting fees) |
| Total cash (Fairhead) | $77,500 |
Notes:
- Committee chair retainers (not applicable to Fairhead): F&A Chair $50,000 (raised Aug 2024 for added scope/time), Compensation Chair $25,000, Governance/Independence Chairs $15,000 .
Performance Compensation
| Equity Component (FY2025) | Detail |
|---|---|
| Annual RSU grant – grant date fair value (Fairhead) | $345,872 |
| RSUs granted (Fairhead) | 2,114 units |
| Grant date | May 31, 2025 |
| Vesting | Full vest on first anniversary (May 31, 2026), service‑based (time‑vesting) |
| Equity plan mechanics | RSUs delivered instead of options (4:1 option‑to‑RSU value ratio); annual grants capped by Board at $350,000; actual grant 81% below stockholder‑approved plan limit |
| Performance metrics tied to director pay | None (no performance‑based equity awards for directors) |
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock/Exposure |
|---|---|---|
| RS Group plc | Chair | No Oracle-related transactions disclosed |
| CVC Capital Partners plc | Senior Independent Director | No Oracle-related transactions disclosed |
| Royal Marsden NHS Foundation Trust | Non‑executive director | Not a commercial interlock with Oracle |
| UK House of Lords | Member | Public office; independence monitored via Board policies |
The Independence Committee reviews and approves related‑person transactions >$120,000, excusing conflicted members, and monitors potential conflicts/corporate opportunities per Oracle’s Global Conflict of Interest Policy .
Expertise & Qualifications
- Financial/governance expertise: Former CFO of Pearson; chaired risk/audit committees at HSBC and UK Cabinet Office; Board‑designated audit committee financial expert at Oracle .
- Global operations and public‑sector experience: Senior roles across media, industrials, and UK government; brings customer/market insights from multinational board service .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (as of Sept 19, 2025) | 22,110 shares; less than 1% of class |
| Unvested RSUs outstanding (FY2025 year‑end) | 2,114 units (granted in FY2025) |
| Stock options outstanding | None (—) |
| Shares pledged as collateral | None (proxy states no other director/officer has pledged Oracle shares) |
| Hedging of Oracle stock | Prohibited for directors |
| Director ownership guideline | 10,000 shares within five years; company indicates directors are in compliance or have time to comply |
Governance Assessment
- Board effectiveness and independence: Fairhead strengthens Oracle’s audit and risk oversight as a F&A member and SEC “financial expert,” with strong international and public‑sector credentials; she meets independence standards and attendance expectations .
- Alignment and incentives: Director pay uses fixed cash plus time‑vested RSUs with robust ownership guidelines; no per‑meeting fees or performance‑based equity, emphasizing long‑term equity alignment but limited direct pay‑for‑performance linkage for directors (standard market practice) .
- Shareholder sentiment: Say‑on‑pay passed with 1.807B “For” vs 508M “Against,” indicating mixed but majority support for executive pay; Fairhead’s election drew strong support with 2.278B “For” and 44M “Withheld” .
- Conflicts/related‑party exposure: No Fairhead‑specific related transactions disclosed; Independence Committee oversight and anti‑hedging/pledging policies reduce alignment risks. Note that Ellison’s pledging is monitored quarterly; no other director/officer pledges shares .
RED FLAGS
- None specific to Fairhead identified in Oracle’s FY2025 proxy and related filings; director complies with ownership guidelines, holds no options, no pledging, and is classified independent with strong attendance .