Board Justification

The Compensation Committee approved this compensation package after considering several factors, including market-competitive pay data from our peer group, guidance from the Compensation Committee’s independent compensation consultant, and an evaluation of Ms. Catz’s significant responsibilities. As our CEO in fiscal 2025, Ms. Catz led Oracle’s long-term strategy, operations, culture, and financial performance. Her leadership was especially critical to Oracle’s transformation from a major licensed software supplier to a premier provider of cloud infrastructure and full-stack applications. As our principal financial officer in fiscal 2025, she also had oversight and responsibility for the accuracy and integrity of our financial results.

Board Justification

The bonus for each under the annual performance-based cash bonus program was reduced from $5,207,393 to $0 by the Compensation Committee notwithstanding actual achievement levels in order to preserve capital in furtherance of the company’s strategic priorities

Board Justification

(i) Company matching contributions under our 401(k) Plan of $5,100, (ii) flexible credits used towards covering the premiums for cafeteria-style benefit plans in the amount of $14,786, (iii) security-related costs and expenses to augment the existing security system at Ms. Catz’s primary residence, (iv) legal counsel fees and (v) aggregate incremental costs to Oracle of $114,113 for Ms. Catz’s use of Oracle’s private aircraft for non-business travel.

Board Justification

Five of the seven tranches earned from fiscal 2018 through fiscal 2025.