I am loath to post the following article from today’s Guardian because it concerns a woman who is subject to sexist abuse. However I cannot help feeling that Marissa Mayer’s compensation at Yahoo for doing zero (okay, less than zero) for shareholders is one of the most egregious cases of rewarding failure that we have seen. She had nothing to do with the investment in Alibaba 10 years ago that is the only reason that the share price has recovered somewhat of late. The money she personally will have stripped out of the business by the time it is sold is grotesque. And the only people who should be more ashamed than her are the board members who let her do it.
From The Guardian:
What’s the price of failure? For Yahoo’s boss Marissa Mayer it could be about $137m. Bids are now in for the ailing tech company – and no matter who gets it, Mayer is set to be one of the biggest winners.
Mayer has taken home $78m since she was installed as CEO in 2012, according to stock analytics firm MCSI; if she’s dismissed from the company after a buyout she’s set for another $59m, based on the terms of the company’s most recent proxy statement.
Mayer’s performance pay and vested options peaked in 2014 at $48m (double the previous year’s salary). Yahoo has yet to finalise this year’s pay package so the final figure is yet to be determined, but few are expecting her to take home just her base salary, in excess of $2m.
Despite the company’s fundamental problems – it has lost the ad wars to Google and Facebook and bet billions on new businesses that have failed to take off – Yahoo’s share price is still in better shape than it was when she started. The rally in the stock price is entirely due to its holding in Alibaba, China’s largest e-commerce company.
Shares are close to their mid-2014 levels, in fact, and that probably means Mayer is owed further cash.
Mayer has benefitted from a low “strike price” for her stock options. In 2014 it was $18.87 – and the day those options were granted, 27 February 2014, shares were worth more than twice that.
On Monday, Yahoo’s share price closed at $36.52. History suggests that Mayer will be entitled to buy those shares at a price far lower than that. Although her strike price for 2015 has yet to be released, it is expected later this month. Given that there are bids open for Yahoo’s core assets, however, experts say that filing may be delayed.
While nothing is cut and dried yet, the smallest amount Mayer could make at the company is about $80m if she receives absolutely no more of her long-term incentives.
“Until the new proxy is out it isn’t really possible to say how much Mayer will ultimately end up making, or to what extent she will be entitled to any additional severance amounts,” said MCSI’s Ric Marshall.
Marshall is MCSI’s executive director of environmental, social and governance research at the firm and he says much of the eventual compensation depends upon the decisions of the board: “What you can’t say is how the committee will evaluate the performance and what percentage of the original target they will deem as having been met,” Marshall said.
Investors see the board as unduly supportive of Mayer. One group, Starboard Value, asked that the entire body be replaced with members of its own choosing.
There is reason for shareholders to worry: Starboard thinks that the net value of the “Yahoo stub”, that is to say, Yahoo without its stake in Alibaba, is worthless. With the amount of money a purchasing company would have to pay Mayer to leave in the event of a change in ownership – $59.3m in numbers adjusted for share price from the company’s most recent proxy filing – Yahoo’s value by Starboard’s reckoning would be negative.
“The firm buying her knows all about this,” said Alan Johnson of compensation consulting firm Johnson Associates. “They’re not going to pay for it. That’s coming out of the hide of Yahoo’s shareholders – everybody’s got that in their spreadsheets. They look at this as another sunk cost, like a bad lease.”
In a word, Starboard is afraid shareholders may end up having to pay someone to haul Yahoo away.
Marshall told the Guardian he’s seen that happen in the past. “It has been proven more expensive to sell a company because of the change in control than it is to just bankrupt it.” He hopes it won’t be the case at Yahoo, he said.