Can Oracle's longtime board oversee its radically changing business?
The company is shifting aggressively toward AI and cloud infrastructure, but six of its 13 nominees are over 70.
When Oracle shareholders vote on November 18, they will be asked to elect 13 directors. The slate includes an 82-year-old founder who has sat on the board since 1977 and a 40-year-old CEO who joined it a year ago. Between them sits Safra Catz, 64, who ran the company for 11 years before stepping aside in September 2025, along with a group whose profiles, laid out in the company's proxy statement, raise a question the filing answers only indirectly: What kind of board should oversee a company betting its future on cloud infrastructure and artificial intelligence?
The question has sharper edges than it did a year ago. Oracle's shares have fallen roughly 58% since the day its new CEOs were named, from $328.15 to about $137.10. The board's own answer, spread across the filing, is that experience is an asset.
Six of the 13 nominees are over 70. The average age, based on the proxy's figures as of the September 21 record date, is about 67. Four directors are 79 or older: Larry Ellison, 82; Michael Boskin, 81; Jeffrey Henley, 81; and Jeffrey Berg, 79. All four joined the board by 1997, and together they represent roughly 140 years of service.
That tenure extends into the board's leadership. The four independent committee chairs have an average age of 76. Boskin, an economist at Stanford University's Hoover Institution who has served since 1994, chairs the Finance and Audit Committee and is the lead independent director. Berg chairs the Independence Committee, Bruce Chizen, 71, chairs Governance, and Charles Moorman, 74, chairs Compensation.
Half of Oracle's eight independent directors are over 70, and as a group they are older than the five insiders, with an average age of about 69 compared with about 64.
Oracle has no tenure limit or retirement age, and says so plainly in language it also used in its 2023 and 2024 proxy statements. Its argument is that long-serving directors bring institutional knowledge suited to a company of Oracle's size and reach, and may be more comfortable speaking candidly to management, including Ellison. The company says it has considered the views of some shareholders but believes arbitrary limits could deprive the board of its most experienced members.
On September 22, 2025, Catz moved from CEO to executive vice chair. She stepped down after 11 years, with Clayton Magouyrk and Michael Sicilia, both insiders, named as co-CEOs. Catz remains a director, as does Henley, 81, the other executive vice chair, who has held that title since 2014.
Neither Catz nor Henley sits on any of the board's four standing committees, which are made up entirely of independent directors. The five insiders span a 42-year age range, from Magouyrk, 40, to Ellison, 82. They also include Henley, Catz and Sicilia, 55.
The board's composition comes as Oracle is undergoing one of the most consequential shifts in its history. The company eliminated about 21,000 positions in the fiscal year that ended in May, roughly 13% of its workforce. Oracle said the adoption of AI contributed to the cuts and could continue to do so. Earlier this month, it began another round of layoffs without disclosing how many employees would be affected.
Insider share sales have also drawn attention. Sicilia sold 22,562 shares worth $3.42 million on September 22 at an average price of $151.59. The sale was made under a trading plan adopted in December 2025 and came alongside routine share vesting and tax withholding.
Ellison adopted a plan in June that would have allowed him to sell up to 50 million shares, but canceled it on September 12. Oracle said no shares were sold under the plan and that Ellison has no other plans to sell.
Investors have shown interest in the balance between long-tenured and newer directors, encouraging the board to continue adding relevant experience while maintaining cohesion. Oracle's response has been to add two new independent directors in fiscal 2026, while four independent directors have departed over the past two years.
Stephen Rusckowski joined the board on November 18, 2025, the same day Leon Panetta and William Parrett's service ended. Tomislav Mihaljevic joined on May 6, 2026. In January, George Conrades, 86, and Naomi Seligman, 87, retired after 18 and 20 years on the board, respectively. Oracle said neither departure was the result of a disagreement.
Both newcomers come from healthcare. Mihaljevic, a cardiovascular surgeon, has led the Cleveland Clinic since 2018, while Rusckowski ran Quest Diagnostics from 2012 to 2022.
The Cleveland Clinic paid Oracle about $9.8 million in fiscal 2026, equal to 0.0145% of Oracle's revenue and 0.0536% of the Clinic's. The board continues to classify Mihaljevic as independent, saying the arrangements predated his election, that he took no part in them, and that the payments fall within New York Stock Exchange limits.
The proxy says the full board oversees AI-related risks, including the strategic use of AI in Oracle's products, responsible deployment, data governance, and related legal, regulatory and reputational issues. It also lists financing for data center capacity among the board's areas of oversight.
The Finance and Audit Committee reviews financing plans for AI infrastructure and makes recommendations to the board. Its members are Boskin, Berg, Chizen and Rona Fairhead, 65, a former U.K. trade minister and Financial Times Group CEO who sits in the House of Lords. Boskin and Fairhead are the board's designated financial experts.
The sums involved make that oversight increasingly consequential. Oracle spent $28.5 billion on capital expenditures in its latest quarter, up from $8.5 billion a year earlier, and expects to spend $90 billion to $95 billion in fiscal 2027. It plans to raise $40 billion through debt and equity this fiscal year and has completed a $20 billion stock sale. The company is also reporting negative free cash flow.
At the same time, the business is growing rapidly. Revenue rose 30% to $19.3 billion in the latest quarter, while remaining performance obligations, a measure of contracted future revenue, stood at $664 billion, up from $638 billion at fiscal year-end.
The board met six times in fiscal 2026, and every director attended at least 75% of the meetings on which they served.
But the proxy offers less evidence of a fundamental change in how Oracle is governed than the scale of its transformation might suggest.
Ellison, Henley, Catz, Sicilia and Magouyrk are five of the 13 nominees, while Ellison alone holds 38.2% of Oracle's shares. Directors are elected by plurality, although a nominee who receives as many withheld votes as votes in favor must offer to resign.
Oracle says Compensation Committee members met with seven large institutional investors in fiscal 2026 without executives present, and have approached nine more this year.
The proxy does not directly answer whether this is the right board for the moment. It says the board believes it is, and recommends that shareholders vote for every nominee.
