Yahoo's Mayer Sees Value of Compensation Drop 15% With Stock

  • Pay has realized value of less than $14 million for 2015
  • CEO would get $54.9 million with change in control of company

Yahoo! Inc. Chief Executive Officer Marissa Mayer’s compensation package declined 15 percent last year as pressure built to sell the company amid a failed turnaround.

Mayer’s total compensation dropped in 2015 to $35.98 million from $42.1 million a year earlier, according to a regulatory filing on Friday. With a decline in the company’s stock price, Mayer’s realized pay was $13.9 million, Yahoo said in the filing.

Marissa Mayer

Photographer: David Paul Morris/Bloomberg

Mayer’s realized pay included stock awards and options based on Yahoo’s April 1 share price of $36.48. The CEO’s compensation also declined because the company failed to meet key financial goals last year, according to the filing. The shares closed at $36.60 on Friday and have declined 15 percent in the past 12 months.

The value of Mayer’s pay fell as her effort sputtered to separate the company’s valuable stake in China’s e-commerce giant Alibaba Group Holding Ltd. without a tax hit. She had to reverse course in the final month of 2016, raising the ire of investors. The company is now reviewing bids for the sale of its main Web operations.

Earlier this week, the company averted a proxy war when it settled with activist shareholder Starboard Value LP, which had attempted to replace Yahoo’s entire board. Under the agreement, Starboard named four directors including its CEO Jeffrey Smith, who will sit on the committee reviewing the sale process.

Despite growth in new businesses, “we are still in a transition phase as we work on our turnaround strategy,” Yahoo said in the filing. “During 2015, declines in our legacy businesses, as well as a 22 percent decline in the market value of our Alibaba stake, contributed to a total shareholder return” below averages over the past three and five years.

With a change in control, Mayer would get a package of $54.9 million, down from $157.9 million a year ago, according to the filing. Chief Financial Officer Ken Goldman would receive compensation of $16.2 million, down from $46.5 million.

No named executive officer, including Mayer and Goldman, received bonuses in 2015 under the executive incentive plan. Mayer received a $1.1 million bonus in 2014 and $1.7 million in 2013, while Goldman received $300,000 last year and $500,000 in 2013, according to the filing.

Lisa Utzschneider, who was named to chief revenue officer last year, received a total compensation package of $10 million in 2015. Her base salary of $600,000 didn’t increase after her promotion.

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