Shareholders of Oracle Corp. (ORCL) voted against the huge pay package of CEO and founder Larry Ellison. Or more accurately, they voted against the company's pay practices as exercised by the board of directors. The vote was as useless as it was non-binding. Ellison has earned what he makes, for the most part, and he controls the Oracle board.
Ellison made $78.4 million in Oracle's fiscal 2013. The company made $10.9 billion in net income, which concludes a string of four years of increases. In 2009, net income was $5.6 billion. Critics argue that very little of the growth was "organic" and was, rather, driven by acquisitions. However, this M&A activity was artfully done, and most of the companies bought were integrated seamlessly.
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Ellison has to get high marks for stacking his board with allies. Oracle's co-presidents, Mark Hurd and Safra Catz, have seats. Much of the remainder of the board has been with Ellison for years. Jeffrey O. Henley, the board's chairman, has been a member since 1995. Two other board members joined before the year 2000.
Oracle board members have lavish compensation. All non-employee members who served for more than a year made in excess of $400,000. Three made more than $800,000, which includes long-time member H. Raymond Bingham who made over $1 million.
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Finally, Ellison has the advantage of ownership. He holds 25% of the company's shares.
How good is Ellison's deal? It would be hard to find more than a handful like it among the largest public companies in the United States. Ellison can pay himself as much as he wants, in whatever year he wants to. In his case, fortunately for shareholders, Ellison can justify his dictatorship with financial results that also have very few rivals among America's public companies.