Fortune | FORTUNE 09月25日
解析Oracle高管变动:谁是真正的掌舵者?
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近期Oracle宣布了新的CEO任命,但此次高层变动因其独特的公司治理结构而备受关注。前CEO Safra Catz被任命为董事会执行副主席,而创始人Larry Ellison仍是董事会主席兼首席技术官。文章深入探讨了Oracle这种非传统的继任模式,指出“执行董事长”通常意味着实际控制权,并分析了Catz新头衔的模糊性。在公司市值飙升之际,投资者对谁真正掌握决策权表示疑问。文章推测,新任CEO可能并非传统意义上的“拍板者”,公司实际领导层结构复杂,值得长期观察。

👑 **Oracle高管职位变动复杂且非传统。** 新任CEO的任命,以及前CEO Safra Catz被赋予“董事会执行副主席”这一不同寻常的头衔,再加上创始人Larry Ellison继续担任董事会主席兼首席技术官,使得公司实际领导层结构扑朔迷离,打破了传统的CEO-董事会关系。

📈 **公司市值飙升,领导权归属成焦点。** 在公司股票大幅上涨,市值跃升至全球前列的背景下,投资者对谁真正掌握公司决策权表现出高度关注。这种不透明的领导结构,尤其是在业绩强劲时,更引发了对公司治理透明度的讨论。

🤔 **“执行董事长”角色暗藏实权。** 公司治理专家指出,“执行董事长”的头衔通常意味着该职位拥有实际的控制权,即使名义上发生了改变。文章暗示,虽然头衔有所变动,但像Ellison这样的创始人或前CEO,往往在幕后仍发挥着关键的领导作用。

⚖️ **新任CEO的实际权力存疑。** 鉴于Catz的新头衔在公司治理中不常见,且Ellison的实际角色模糊,文章推测新任两位CEO(Clay Magouyrk和Mike Sicilia)可能并非传统意义上拥有最终决策权的人。公司可能存在多层级的领导和权力结构。

💼 **Oracle的治理模式将成为研究案例。** 无论此次高层变动的具体结果如何,Oracle独特的领导层设置,包括多位CEO和复杂的董事会成员关系,都将为未来的公司治理研究提供一个值得深入分析的案例,影响 CEO、董事以及其他高管的战略考量。

The question arises not just because Oracle recently announced that two executives are the company’s new CEOs, succeeding Safra Catz, who had been CEO or co-CEO for the past 11 years. Making the succession more intriguing, Catz has been elevated to the board of directors with a previously unheard-of title, while founder Larry Ellison continues as chairman of the board and chief technology officer, but with duties that are by no means transparent. Result: We know who Oracle’s CEOs are by title, but who they are in reality may be less obvious.

The stakes in Oracle’s unique succession experiment are extraordinarily high. The company’s stock has suddenly rocketed, doubling in the past four months, making Oracle the world’s 12th most valuable company. It’s a magnificent performance, but investors might like to know, especially now—who’s really running the show?

In the plain-vanilla version of managing a big corporation, it’s simple: The CEO runs the show, and the board oversees the CEO and overall management of the company. It doesn’t wade into day-by-day decisions. But at some companies, 11% of the Fortune 500, the board is led by an “executive chair” who is not the CEO but who participates in the company’s management while also running the board. Typically, the executive chair is the previous CEO, and the new CEO typically reports to that person. “When you’re executive chair, the buck stops with you,” says Charles Elson, a corporate governance expert who has served on multiple boards. “It’s a title change with little meaning. You’re still running the show, period.” Think of it this way: “executive chair” = “real CEO.”

At Oracle, the board made longtime CEO Ellison executive chair in 2014, and Catz and Mark Hurd became co-CEOs. But then things get murky. Ellison quickly stopped calling himself executive chair and adopted his current title, though the company doesn’t seem ever to have announced any change in his role. (Oracle declined to comment.) Catz and Hurd continued as CEOs until Hurd took a leave of absence then died in 2019, after which Catz carried on alone.

With that as background, look at Catz’s new title: executive vice chair of the Oracle board of directors. It’s a bit odd because in corporate governance, “there is no such title as vice chair of the board” says Elson. Corporations are required to have boards, and boards must have chairs, but that’s it. In addition, it’s hard to see how a board could include Catz as executive vice chair, even as an honorific title, unless it includes Ellison as executive chair, in reality if not in title; otherwise the vice chair would hold more power than the chair.

All of which suggests that Oracle’s new CEOs, Clay Magouyrk and Mike Sicilia, may not quite be CEOs in the usual sense. With two of them, the corporate bucks never fully stop with either. Plus, with at least one board member who is also a declared executive, they’re outranked.

So how many CEOs does Oracle have? Officially two, arguably four. And who knows, maybe it will all work spectacularly. What we know for sure is that no matter how this setup goes, CEOs, directors, and ambitious executives will study it for years.

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Oracle CEO succession Corporate governance Leadership Larry Ellison Safra Catz Executive Chair Board of Directors Technology Business Strategy
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