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Yahoo eyes bigger board as CEO Mayer's pay falls 23pc

Web portal nominates three directors as part of revamp efforts after first-quarter sales grow 2pc

PUBLISHED : Saturday, 19 April, 2014, 1:09am
UPDATED : Saturday, 19 April, 2014, 1:54am

Yahoo proposed three new directors to shore up its dwindling board, as chief executive Marissa Mayer continues to revamp the web portal.

Yahoo said on Wednesday that it would nominate co-founder David Filo, Charles Schwab chairman Charles Schwab and former Wal-Mart Stores chief executive Lee Scott to its board. Adding the three, who will be voted on at the annual meeting on June 25, would bring the number of directors to eight.

Yahoo's board has undergone numerous changes since Mayer became chief executive in mid-2012 to turn around the company.

[The trio add] significant depth and breadth of experience to the Yahoo board
MARISSA MAYER, YAHOO CEO

Investor Dan Loeb of Third Point, who helped bring Mayer to the company, stepped down from the board last year. Last month, director John Hayes, chief marketing officer of American Express, said he would not seek re-election. Earlier this month, Peter Liguori, Tribune chief executive, also said he would not seek re-election,

Separately, Yahoo disclosed Mayer's pay on Wednesday in a United States Securities and Exchange Commission filing. She took home US$24.9 million in compensation last year, down 32 per cent from a year earlier. Even though Mayer received a bump in salary and option awards last year, her pay fell because of a smaller stock award than in 2012, the year she joined the firm.

The board nominees and pay details came a day after Yahoo reported quarterly results that included the first revenue growth in more than a year, showing some of Mayer's moves to overhaul the company were having an effect. The company's first-quarter sales, excluding revenue passed on to partner sites, rose 2 per cent from a year earlier and it projected continued gains for the current period. The last time Yahoo had eked out sales growth was the last quarter of 2012.

Shares in Yahoo are down 10 per cent so far this year. The stock more than doubled last year.

Scott, who is a director at Wal-Mart, where he was chief executive and president from 2000 to 2009, brings the perspective of a major advertiser. He is also a former Goldman Sachs board member.

While Schwab is chairman of his own company, he has not devoted much time to the boards of outside public companies since he stepped down as a Gap director in 2003.

Filo's return to the Yahoo board follows the exit of Jerry Yang, the company's other founder, who stepped down in 2012 after more than a decade.

"The addition of David Filo, Charles Schwab and Lee Scott adds significant depth and breadth of experience to the Yahoo board," Mayer said.

Without the additions, Yahoo's board would have shrunk to five members, including Mayer. Rivals such as Google, Twitter and Facebook have at least eight directors.

In its filing, Yahoo reported the compensation of other executives also declined. Chief financial officer Ken Goldman received US$5.9 million last year, down from US$7.5 million in 2012. Henrique de Castro, the former chief operating officer who was fired earlier this year, received US$10.9 million. General counsel Ronald Bell received US$4.9 million, up from US$1.7 million.

Filo was paid US$1, a compensation figure that other wealthy Silicon Valley entrepreneurs and executives often take as a symbolic token. Facebook chief executive Mark Zuckerberg and Google co-founders Larry Page and Sergey Brin are also paid US$1 a year.

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