Stuart Levey
Executive Vice President, Chief Legal Officer at ORCL
Executive
About Stuart Levey
Stuart Levey is Executive Vice President and Chief Legal Officer of Oracle, leading global legal and compliance functions; he joined Oracle on November 10, 2022 after serving as HSBC’s Chief Legal Officer, the first U.S. Treasury Under Secretary for Terrorism and Financial Intelligence under Presidents Bush and Obama, and CEO of the Diem Association; he holds a BA and JD from Harvard . During his tenure to date, Oracle reported FY2023 GAAP revenues of $50B (up 18% YoY in USD), GAAP operating income of $13.1B (up 20% YoY), GAAP EPS of $3.07 (up 27% YoY), and Oracle’s stock rose 47% YoY versus the S&P 500’s 1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Under Secretary for Terrorism and Financial Intelligence | 2004–2011 | Led U.S. sanctions/AML efforts; remained under Obama administration, signaling bipartisan trust . |
| HSBC Holdings plc | Chief Legal Officer, Group Managing Director | 2012–2020 | Drove remediation of AML/sanctions controls and reputational rebuild at a challenging moment for the bank . |
| Diem Association | Chief Executive Officer | 2020 | Emphasized world‑class AML/sanctions controls for a new payment system . |
| Oracle Corporation | EVP & Chief Legal Officer | 2022–present | Oversees all legal and compliance for a multinational enterprise and supports Oracle’s cloud strategy . |
| U.S. Department of Justice | Principal Associate Deputy Attorney General | Early 2000s | Senior DOJ leadership role prior to Treasury appointment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Council on Foreign Relations | Senior Fellow | Prior to HSBC | Policy/finance/national security expertise . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $557,765 | $950,000 | $950,000 |
| Target Bonus ($) | $750,000 (discretionary plan) | $750,000 (discretionary plan) | $750,000 (discretionary plan) |
| Actual Bonus Paid ($) | $650,000 (87% of target) | $1,000,000 (133% of target) | $0 (Comp Committee reduced all bonuses to $0) |
| All Other Compensation ($) | $12,036 | $15,682 | $40,091 |
Performance Compensation
Annual Cash Bonus – Discretionary Corporate Plan
| Metric | Weighting | FY 2023 Target | FY 2023 Payout | FY 2024 Target | FY 2024 Payout | FY 2025 Target | FY 2025 Payout | Vesting/Timing |
|---|---|---|---|---|---|---|---|---|
| Discretionary bonus funded by non‑GAAP operating income growth; allocation based on subjective assessment (performance, experience, responsibility, future contribution) | Discretionary (no fixed weights disclosed) | $750,000 | $650,000 (87% of target) | $750,000 | $1,000,000 (133% of target) | $750,000 | $0 (reduced to $0 across NEOs to preserve capital) | Paid after fiscal year end per Committee decision |
Long‑Term Incentive – RSUs
| Grant Date | RSUs Granted (#) | Grant Date Fair Value ($) | Vesting Schedule | FY Context |
|---|---|---|---|---|
| 11/5/2022 | 157,895 | $11,537,388 | 25% annually over 4 years on each anniversary, subject to continued employment | FY 2023 |
| 9/15/2023 | 105,347 | $11,616,614 | 25% annually over 4 years on each anniversary, subject to continued employment | FY 2024 |
| 9/19/2024 | 83,538 | $13,688,537 | 25% annually over 4 years on each anniversary, subject to continued employment | FY 2025 |
Oracle granted time‑based RSUs (not PSUs) to Levey to provide strong retention incentives; the committee believes performance‑based LTI could create undesirable incentives for compliance‑focused roles .
Equity Ownership & Alignment
Beneficial Ownership and Deferrals
| As of Record Date | Total Beneficial Ownership (Shares) | Percent of Class | RSUs Vesting within 60 Days | Deferred, Vested RSUs |
|---|---|---|---|---|
| Sep 18, 2023 | 39,473 | * (<1%) | 39,473 RSUs (settlement deferred) | — |
| Sep 16, 2024 | 92,952 | * (<1%) | 39,474 RSUs (settlement deferred) | 39,863 vested RSUs (incl. dividend equivalents) deferred |
| Sep 19, 2025 | 157,727 | * (<1%) | 39,474 RSUs (settlement deferred) | 80,066 vested RSUs (incl. dividend equivalents) deferred |
- Stock Ownership Guidelines: EVPs who are Section 16 officers must own at least 50,000 shares within five years; deferred, vested RSUs count at 50% of value; Oracle states all non‑employee directors and senior officers are in compliance or have time to comply .
- Anti‑pledging and anti‑hedging policies apply to all employees and directors, with carefully monitored exception for Mr. Ellison; no pledging is disclosed for Levey .
Outstanding RSUs at Fiscal Year‑End
| Snapshot Date | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|
| May 31, 2023 | 157,895 | $16,727,396 (at $105.94/share) |
| May 31, 2024 | 118,422 and 105,347 | $13,877,874 and $12,345,615 (at $117.19/share) |
| May 31, 2025 | 78,948; 79,011; 83,538 | $13,068,262; $13,078,691; $13,828,045 (at $165.53/share) |
Vesting Activity and Realized Value
| FY 2025 | Shares Vested (#) | Value Realized on Vesting ($) |
|---|---|---|
| RSU vesting | 65,810 | $11,048,066 (includes deferred RSUs portion) |
Deferred Compensation (RSU Deferral)
| FY | Executive Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at FY End ($) |
|---|---|---|---|
| 2024 (RSU Deferred Compensation Plan) | $4,265,058 (value of 39,473 deferred RSUs realized on vesting) | $392,971 | $4,658,029 |
Employment Terms
- Employment is “at will”; no employment agreement providing severance or change‑in‑control payments for U.S. NEOs; Ms. Smith (Ireland) has customary notice provisions .
- Double‑trigger vesting for RSUs and time‑based options: acceleration only if Oracle is acquired and awards are not assumed, or if assumed and employment is terminated without cause within 12 months of acquisition; no single‑trigger benefits .
- Change‑in‑control PSO provisions no longer applicable after FY2025, but previously matched market cap goals with operational goals for Ellison/Catz PSOs (not applicable to Levey’s RSUs) .
- Death benefits: one additional RSU tranche vests under standard RSU agreement; prior plan provided two option tranches on death .
- Clawback policy updated October 2, 2023 to comply with SEC rules and permits recovery from executives engaging in significant misconduct .
- Anti‑hedging and anti‑pledging policies in place; Ellison’s pledging monitored by Governance Committee; no pledging disclosed for Levey .
Potential Payments Upon Change‑in‑Control (Intrinsic Value of Unvested Awards)
| As of | Intrinsic Value ($) |
|---|---|
| May 31, 2024 | $26,223,489 |
| May 30, 2025 | $39,974,998 |
Investment Implications
- Pay mix is equity‑heavy via time‑based RSUs with four‑year vesting, emphasizing retention and direct alignment with stock price, but limited explicit performance metric linkage for Levey’s role (bonus based on non‑GAAP operating income funding and subjective evaluation) .
- 2025 zero cash bonus decision (despite achievement) reduces near‑term cash comp and signals capital discipline tied to strategic priorities; equity awards remained intact, supporting long‑term alignment .
- Insider selling pressure appears moderated by RSU deferrals (e.g., 80,066 vested RSUs deferred as of Sep 19, 2025), with recurring annual vesting on grant anniversaries; monitor vesting dates (11/5, 9/15, 9/19) for potential liquidity events even if settlement is deferred .
- Alignment safeguards include robust ownership guidelines (EVP ≥50,000 shares) with company‑stated compliance, no severance/change‑in‑control cash entitlements, double‑trigger equity acceleration only, anti‑hedging/anti‑pledging, and a strengthened clawback policy—reducing governance red flags for Levey .
- Retention risk: absence of severance benefits offsets by material unvested RSU value ($39.97M intrinsic value as of FY2025) creating meaningful retention incentives; competing offers with richer severance could pose risk, but Oracle’s structure leans toward equity retention rather than guaranteed cash .
Appointment and background confirmations: Oracle announced Levey’s EVP/CLO appointment on November 10, 2022; his credentials span Harvard College and Harvard Law, DOJ leadership, Treasury TFI, HSBC CLO, and Diem CEO—supporting legal/regulatory execution strength for Oracle’s cloud expansion .