Safra A. Catz
About Safra A. Catz
Safra A. Catz is Oracle’s Executive Vice Chair (since September 2025), previously CEO from September 2014 to September 2025, and a director since 2001; she also served multiple terms as CFO and interim CFO and joined Oracle in 1999 after serving as a managing director at Donaldson, Lufkin & Jenrette from 1986–1999 . Age: 62 (record date Sept. 16, 2024) and 63 (record date Sept. 19, 2025) . Performance context: Oracle delivered GAAP revenue of $53B (+6% YoY) and EPS of $3.71 (+21% YoY) in FY2024; the stock rose ~63% from end FY2022 to end FY2024 . In FY2025, GAAP revenue was $57.4B (+8% YoY) with EPS $4.34 and stock up ~130% from end FY2022 to end FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle | CEO | 2014–2025 | Led transition to cloud infrastructure and full-stack applications; responsible for strategy, operations, culture, and financial performance . |
| Oracle | President | 2004–2014 | Senior operating leadership across Oracle’s global operations . |
| Oracle | CFO | 2011–2014; 2005–2008; Interim CFO 2005 | Oversight of financial integrity; multiple CFO tenures underpin finance rigor . |
| Donaldson, Lufkin & Jenrette | Managing Director | 1986–1999 | Technology investment banking; informed Oracle’s acquisition strategy and corporate finance expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paramount Skydance Corporation | Director | Current (as of Sept. 2025) | Governance experience at large, complex media enterprise . |
| The Walt Disney Company | Director | Past (within last five years) | Board-level perspective on global operations and governance . |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Base Salary | $950,000 | $950,000 |
| Director Fees (employee directors do not receive director compensation) | $0 | $0 |
Performance Compensation
Annual Cash Bonus – Framework and Outcomes
| Metric | Weighting | Target | Formula Reference | Actual Outcome FY2024 | Actual Outcome FY2025 |
|---|---|---|---|---|---|
| YoY growth in non-GAAP operating income | 100% | $5,000,000 | Applicable growth multiple set by committee (0.2458% in FY2024) | Paid $5,292,260 (106% of target) based on ~$2,153M YoY growth | Reduced to $0 (committee decision to preserve capital despite achievement; would have been $5,207,393 at 104% of target based on FY2025 growth) |
Long-Term Equity: Performance-Based Stock Options (PSOs) granted in FY2018 (extended to FY2025)
| Tranche | Trigger (Market Cap + Operational Goal) | Vest Date | Quantity |
|---|---|---|---|
| 1 | $80 stock price for sustained period | Jun 30, 2021 | 2,500,000 PSOs vested (per executive) |
| 2 | $100B+ market cap growth + $10B non-GAAP total SaaS revenue in a fiscal year | Jun 30, 2023 | 2,500,000 PSOs vested (per executive) |
| 3 | Market cap goal + non-GAAP PaaS/IaaS gross margins ≥30% for three of eight years | Jun 27, 2024 | 2,500,000 PSOs vested (per executive) |
| 4 | Market cap goal + $20B non-GAAP total cloud revenue in a fiscal year | Jun 24, 2025 | 2,500,000 PSOs vested (per executive) |
| 5 | Market cap goal + $10B non-GAAP total PaaS & IaaS revenue in a fiscal year | Jun 24, 2025 | 2,500,000 PSOs vested (per executive) |
| 6–7 | Remaining operational matches | Not achieved by FY2025 end | — (five of seven tranches vested over eight years) |
Notes:
- All six market capitalization goals were achieved; vesting required matched operational goals; five of seven tranches vested by end of FY2025 .
- No new equity grants to Catz in FY2024 or FY2025; PSOs were intended to cover eight years of equity compensation .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % of Class | Notable Details |
|---|---|---|---|
| Sept. 16, 2024 | 8,618,592 | <1% | Includes 7,500,000 options exercisable within 60 days . |
| Sept. 19, 2025 | 1,118,592 | <1% | Current beneficial ownership at record date . |
- Stock ownership guidelines: CEO/Executive Vice Chairs required minimum 250,000 shares; company states directors/senior officers are in compliance or have time to comply .
- Anti-hedging and anti-pledging policies apply to all executives and directors; exception permitting pledging only for Mr. Ellison; no other executive or director has pledged shares .
- Employee directors do not receive separate director equity grants; non-employee director program unchanged; Catz, as an employee director, is excluded from director compensation .
Employment Terms
- Severance and change-of-control: No severance arrangements except as required by law or provided under equity plan; no single-trigger change-in-control vesting of equity; no acceleration of performance-based cash bonuses; no tax gross-ups (“golden parachute”) .
- Clawback policy: Robust compensation recovery for financial restatements or significant misconduct .
- Insider trading policy: Prohibits speculative transactions and hedging for employees and directors .
- Perquisites: Residential security program; Oracle covered maintenance/repair of existing security system at Catz’s primary residence in FY2024 (Ellison had separate budget) .
Board Governance (Director Service, Committees, Independence)
- Board service: Director since 2001; employee director (non-independent) .
- Committee roles: None; standing committees are independent-only; Catz does not serve on Finance & Audit, Compensation, Governance, or Independence Committees .
- Attendance: Each director attended ≥75% of board and applicable committee meetings in FY2024 and FY2025 .
- Leadership structure: Chair (Ellison) and CEO roles separated; lead independent director was George Conrades in FY2024 and Bruce Chizen in FY2025 .
- Employee director compensation: Catz does not receive director fees/equity for board service as an employee director .
Compensation Committee Analysis
- Committee leadership: Compensation Committee chaired by George H. Conrades; independent directors only .
- Independent consultant: Compensia, Inc supports the committee; annual risk assessment of compensation programs .
- Best practices: High at-risk pay for senior executives; caps on bonuses and performance equity; stock ownership guidelines; robust clawback; anti-hedging and anti-pledging (Ellison exception monitored); no repricing of underwater options without stockholder approval .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: ~73% in 2023; ~78% in 2024, showing improvement and ongoing engagement by independent directors with large holders .
- Board responsiveness: Engaged on post-PSO program design; FY2026 program shifting mix (for new CEOs) to time-based and performance options with three-year performance PSOs on revenue metrics; committee continues to refine awards for remaining NEOs .
Investment Implications
- Pay-for-performance alignment: Multi-year PSO program tied to market capitalization and operational cloud metrics created strong linkage to value creation; five of seven tranches vested as cloud revenue scale/gross margins improved, with no new equity grants for Catz in FY2024–FY2025 .
- Cash discipline signal: FY2025 bonuses zeroed despite achievement to preserve capital for AI/OCI growth initiatives—a governance signal prioritizing investment over near-term executive cash comp .
- Insider selling pressure: Multiple PSO tranches vested across 2024–2025; while this increases exercisable options, anti-hedging remains in force, and no pledging by executives other than Ellison (who is monitored), mitigating alignment risks .
- Retention and transition risk: Catz’s move to Executive Vice Chair maintains strategic continuity while operational leadership transitions to new CEOs; committee emphasizes succession planning and ongoing stockholder engagement on future equity design .