Oracle sets pay for new CEO and finance chief

Oracle Corporation filed an amended report to update compensation details for recently promoted senior executives.

Accepted by SEC EDGAR 10/06/2025 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Oracle Corporation filed an amended report to update compensation details for recently promoted senior executives. The amendment follows earlier disclosures about the appointments of Clayton Magouyrk and Michael Sicilia as Chief Executive Officers and Board members, and Douglas Kehring as Executive Vice President and Principal Financial Officer, effective September 22, 2025.

On September 30, 2025, the Compensation Committee set the annual base salary for each of Magouyrk, Sicilia and Kehring at $950,000, effective as of the appointment date. For the fiscal year ending May 31, 2026, Magouyrk and Sicilia each received an annual target cash bonus opportunity of $5,000,000 under the Oracle Executive Bonus Plan, while Kehring received a target cash bonus of $950,000 under Oracle’s discretionary corporate bonus plan. Kehring is also eligible for ordinary course equity-based awards during FY26 under Oracle’s 2020 Equity Incentive Plan.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation changes did Oracle (ORCL) approve in this 8-K/A?

The Compensation Committee set annual base salaries of $950,000 for Clayton Magouyrk, Michael Sicilia and Douglas Kehring, effective as of September 22, 2025, and approved new target bonus opportunities for fiscal 2026.

What are the 2026 bonus targets for Oracle CEO Clayton Magouyrk and Michael Sicilia?

For the fiscal year ending May 31, 2026, both Clayton Magouyrk and Michael Sicilia have an annual target cash bonus opportunity of $5,000,000 under the Oracle Executive Bonus Plan.

What compensation did Oracle set for Executive Vice President and Principal Financial Officer Douglas Kehring?

Douglas Kehring’s annual base salary was set at $950,000, with an annual target cash bonus opportunity of $950,000 under Oracle’s discretionary corporate bonus plan for fiscal 2026. He is also eligible for ordinary course equity-based awards under the 2020 Equity Incentive Plan.

Why did Oracle file this amended report regarding management and Board changes?

Oracle filed this amendment to add specific compensation determinations for Clayton Magouyrk, Michael Sicilia and Douglas Kehring that were made after the original report on their promotions became effective on September 22, 2025.

Which fiscal year do the new Oracle executive bonus targets apply to?

The new executive bonus targets for Clayton Magouyrk, Michael Sicilia and Douglas Kehring apply to the fiscal year ending May 31, 2026, referred to as FY26.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ORACLE CORP true 0001341439 0001341439 2025-09-18 2025-09-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2025

Oracle Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-35992		54-2185193
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ORCL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On September 22, 2025, Oracle Corporation (“Oracle”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing certain management and Board of Directors (“Board”) changes, including the promotions of Clayton Magouyrk and Michael Sicilia to the roles of Chief Executive Officer of Oracle and members of the Board and of Douglas Kehring to the role of Executive Vice President, Principal Financial Officer of Oracle, in each case effective as of September 22, 2025 (the “Effective Date”). The Original Form 8-K is being amended to disclose certain compensation determinations for Messrs. Magouyrk, Sicilia and Kehring made following the Effective Date.

Section 5—Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 30, 2025, the Compensation Committee of the Board (the “Compensation Committee”) approved the following salary and bonus changes: (i) effective as of the Effective Date, an increase in annual base salary to $950,000 for each of Messrs. Magouyrk, Sicilia and Kehring; (ii) for each of Mr. Magouyrk and Mr. Sicilia, an annual target cash bonus opportunity under the Oracle Executive Bonus Plan of $5,000,000 for the fiscal year ending May 31, 2026 (“FY26”); and (iii) for Mr. Kehring, an annual target cash bonus opportunity of $950,000 under Oracle’s discretionary corporate bonus plan for FY26. Mr. Kehring is eligible to receive an ordinary course equity-based compensation award during FY26 under Oracle’s Amended and Restated 2020 Equity Incentive Plan, as determined by the Compensation Committee in its discretion.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ORACLE CORPORATION
Dated: October 6, 2025				By:		/s/ Stuart Levey
						Name: Stuart Levey
						Title: Executive Vice President, Chief Legal Officer