Yahoo CEO Pay Exceeds $27 Million


Yahoo Chief Executive Marissa Mayer's compensation totaled $27.4 million last year, a package mostly unaffected by a deal to sell Yahoo's core business to Verizon Communications or two large security breaches that nearly scuttled the acquisition.

Ms. Mayer's base salary was $1 million, unchanged from the previous two years, according to a filing Friday with the Securities and Exchange Commission.

The bulk of her 2016 compensation comes in the form of stock awards valued at $11.3 million and options awards valued at $13.3 million, according to the filing.

Those awards are already part of the more than $187 million she stands to make from stock options, restricted-stock units, and other equity-based awards if she leaves after Yahoo's core business is sold to Verizon for $4.5 billion. The value of her payout has increased as Yahoo shares have tripled since her arrival in 2012.

Ms. Mayer hasn't said whether or not she'll join Verizon after the sale is completed, but few expect her to stick around.

Ms. Mayer landed her big pay package despite a 14% decline in Yahoo's revenue last year, excluding commissions paid to partners for web traffic. The Verizon sale was announced last summer, four years after she was hired as Yahoo's CEO to revive the faded brand, which hadn't adapted to a new generation of internet users.

Instead, she cut the deal to sell to Verizon. As part of their severance package, Ms. Mayer and other top Yahoo executives are eligible for accelerated vesting of all stock options, restricted-stock units, and other equity-based awards outstanding when the deal closes, according to a separate proxy filing published Monday.

Ms. Mayer wasn't awarded a cash bonus for last year, a decision Yahoo directors announced in March after a board investigation. The investigation found that she and other top executives failed to "properly comprehend or investigate" a 2014 security breach that hit more than 500 million accounts and was disclosed last fall. Her bonus in 2015 was $1,125. In March, Ms. Mayer said she would forgo her equity awards for 2017.

The 2014 breach was separate from another, much larger breach affecting more than a billion accounts, which Yahoo disclosed in December and dated back to 2013. The security incidents forced Yahoo back to the negotiating table with Verizon, which last month reduced its acquisition price by $350 million.

Yahoo shareholders will vote on the Verizon acquisition during a special meeting on June 8. The Sunnyvale, Calif.-based company expects to close the Verizon deal by the end of June.

Ms. Mayer also received $1.75 million in personal security for her and her family last year after receiving security threats that Yahoo considered credible, according to the filing.

Write to Deepa Seetharaman at