ORACLE CORP 8-K

What Happened
Oracle filed an 8-K on April 6, 2026 announcing that Hilary Maxson, age 48, will join Oracle as Chief Financial Officer and Principal Financial Officer effective April 6, 2026. Ms. Maxson most recently served as Executive Vice President and Group CFO of Schneider Electric through April 2026 and serves on the board of Anglo American plc. Douglas Kehring will step down as Principal Financial Officer and a Section 16 officer effective April 6, 2026 and will continue as Executive Vice President, Operations.

Key Details

• Annual base salary: $950,000; annual target performance bonus: $2,500,000 (prorated for April 6–May 31, 2026).
• Relocation: Oracle will pay up to $250,000 of relocation costs for up to 12 months from her start date.
• Intended equity grant value: $26 million under Oracle’s 2020 Equity Incentive Plan — 80% time-based ($20.8M) and 20% performance-based ($5.2M). Time-based vesting: 4 years (40%/30%/20%/10%). Performance equity vests based on a three-year period ending May 31, 2028 and achievement of revenue metrics aligned with Oracle’s CEO and Executive Chair/CTO. Ms. Maxson may elect the equity vehicle: (1) 100% stock options or (2) 50% options / 50% RSUs.
• Employment is at-will; Oracle expects Ms. Maxson to enter its standard indemnification agreement. The filing states no reportable related-party transactions or family relationships.

Why It Matters
A new CFO is a material leadership change: Ms. Maxson will be Oracle’s Principal Financial Officer, responsible for financial reporting and strategy. The compensation package (salary, cash bonus target, large equity grant with time- and performance-based components tied to revenue goals) highlights how Oracle intends to align her incentives with multi-year financial performance. Investors should note the transition of Douglas Kehring from the CFO role to focus on strategic operations and watch future filings for the final equity grant details and any additional agreements.