This excerpt taken from the ORCL DEF 14A filed Aug 21, 2009.
For fiscal 2009, our Compensation Committee Chairman, Jeffrey S. Berg, discussed with Mr. Ellison, our CEO, his potential base salary, target performance cash bonus award and the size of his stock option grant. The Compensation Committee considered and deliberated on our CEOs potential fiscal 2009 compensation package and ultimately determined and approved Mr. Ellisons compensation independently based on the collective judgment of its members.
The Compensation Committee approved Mr. Ellisons compensation in the amounts disclosed in this proxy statement, which were greater than those of our other named executive officers, because he is not only our CEO with overall responsibility for our business strategy, operations and corporate vision, he is also our founder who has guided Oracle for more than 30 years and who the Compensation Committee believes is vital to our success as a company going forward. The Compensation Committee recognizes that Mr. Ellison has a significant equity interest in Oracle, but believes he should still receive annual compensation because Mr. Ellison plays an active and vital role in our operations, strategy and growth. Nevertheless, during fiscal 2010, Mr. Ellison agreed to decrease his annual salary to $1.
The Compensation Committee approved the specific compensation amounts for fiscal 2009 disclosed in this proxy statement based on our executive compensation philosophy and its subjective evaluation of Mr. Ellisons performance, the unique contributions he makes to Oracle as its founder and the various other factors described above, including our objective of providing incentives for superior performance. Mr. Ellison was not present when the Compensation Committee deliberated or voted on his compensation.