Proxy Governance recommended to Oracle shareholders Friday that they vote out the company's compensation committee at Oracle's annual meeting on Nov. 2.
The organization recommended shareholders withhold votes from committee members Jeffrey Berg, Hector Garcia-Molina and Naomi Seligman, saying the compensation of Oracle's top executives is "significantly out of line" with pay-for-performance models.
Oracle did not return a phone call requesting comment. The stock was up 2 cents to $22.46 in after-hours trading.
Proxy Governance said it was mostly concerned by the stock awards made to Ellison, CFO and President Safra Catz, and President Charles Phillips.
The compensation committee has not justified recent increases to their equity compensation, according to Proxy Governance. "We are also concerned about the company's continued use of 'plain vanilla' options that are not tied to any strict performance measures."
From 2006 to 2007, the committee awarded each of the three executives the right purchase 1 million more shares than in 2006.
"All told, between 2005 and 2007 equity compensation increased by 670% for Catz; 478% for Phillips; and 305% for Ellison," the letter to shareholders states. For Ellison, "we question the appropriateness of this level of equity compensation given his existing equity stake in the company" at 24.6%.
The average three-year compensation paid to CEO Larry Ellison is 185% above the median paid to CEOs at technology companies the organization used for comparison purposes, according to the organization.
According to data supplied by Proxy Governance, Ellison's average annual pay for the past three years was $56.7 million, Catz's was $29.3 million and Phillips was $22.5 million.
Ellison's most recent 1-year pay was $82.9 million, according to Proxy Governance.
CEO Steve Ballmer reportedly criticized Ellison recently for taking such a payout. Ballmer's latest pay package was worth $1.3 million. He owns 4.3% of outstanding shares and has not increased his holdings over the past year.