Per Yahoo’s amended 10-K filing with the SEC Friday, Mayer would receive $3 million in cash severance plus accelerated stock options and grants worth $51.8 million under the change-in-control terms of her contract.
Yahoo’s board is currently evaluating bids from prospective buyers for the Internet company’s core business. Verizon and private-equity firms are among the parties reported to have submitted acquisition proposals.
Last month, Yahoo modified the terms of its employee severance plans to clarify that a change in control of the company applies to sale of “all or substantially all” of its operating businesses.
Mayer, who turns 41 later this month, received a total compensation package of $36 million in 2015, according to the filing, a decrease of 14.5% from 2014. That included $1 million base salary, $14.5 million in stock and $19.9 million in options; in 2014, she received stock worth $11.8 million and options worth $28.2 million.
Yahoo also disclosed that it paid $544,061 for personal security services for Mayer in 2015, which was in addition to security provided at business facilities and during travel. “(D)uring 2015 Ms. Mayer faced specific security threats that we believed were credible,” Yahoo said in the filing. In addition, under the company’s Invention Recognition Award program, which is open to all full-time employees, Mayer last year earned a bonus of $1,125 for being among the inventors named in a pending patent application.
Mayer had been facing the prospect of getting booted from the CEO spot even before a sale, after activist investor Starboard Value launched a proposal to elect an entirely new board at Yahoo’s June shareholders meeting. But last week, Yahoo made a concession to Starboard’s demands, adding four directors nominated by the fund (including Starboard CEO Jeffrey Smith), so Mayer’s position appears safe for now.
Other top Yahoo execs would receive multimillion-dollar severance packages if they lose their jobs post-sale. Chief revenue officer Lisa Utzschneider would receive $19.9 million, CFO Ken Goldman would get $16.1 million and general counsel Ron Bell would take home $9 million in severance benefits.
In 2015, Utzschneider — previously Yahoo’s SVP of sales, who was promoted to the CRO position last July — received a comp package worth $10 million, comprising $600,000 base salary, a $1 million signing bonus and $8.4 million in stock. Per her original contract in October 2014, after Utzschneider joined Yahoo from Amazon, she was eligible to receive up to $16 million in restricted stock units.
Last year Goldman’s pay package increased 14.6%, to $14.95 million, and Bell received $4.5 million, 7.3%. David Filo, a Yahoo co-founder whose title is “Chief Yahoo,” was again paid a token $1 salary as he was the previous two years.