
Marissa Mayer Employment Offer Letter - MarlonPro
http://www.sec.gov/Archives/edgar/data/1011006/000119312512307595/d384719dex101.htm
======
kevincennis
"Background Check. You represent that all information provided to Yahoo! or
its agents with regard to your background is true and correct."

...internally referred to as "The Scott Thompson Clause".

~~~
smashing
U.S. Patent No. 7,668,861. Inventor: Scott Thomas. Method of Incorporating
Managerial Due Diligence in an organization after employment as a result of
previous gross negligence, misstatements, and/or errors in judgment in matters
of no immediate importance which can easily be discovered by a third party
without the necessity of any propriety technology, e.g. checking on the
existence of a diploma using math.

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dangrossman
> Employment At-Will. Please understand that this letter does not constitute a
> contract of employment for any specific period of time, but will create an
> employment at-will relationship that may be terminated at any time by you or
> Yahoo!, with or without cause and with or without advance notice.

Just like being a cashier at McDonalds. That bit was unexpected for me. Why
would the board want to let its CEO quit without notice at any time?

~~~
gojomo
Why? Because the alternative would be even worse. If a CEO desperately wants
out with no notice/transition, you would not want to obligate them to stay an
extra day as a contractual prisoner.

(In practice, still, most exits would still have some notice. But it'd be
mediated by mutual reputational concerns, not contract terms.)

~~~
pwaring
You don't have to obligate them, if the CEO has a notice period but wants to
leave early and the company is happy with that, they can always waive the
notice period.

I'm so glad I live in the EU, where you generally don't see clauses like this
(except within probationary periods).

~~~
davedx
In the Netherlands at my last job, because I didn't hand in my resignation
'before the end of the month' (Dutch law) - I handed it in on the 1st of the
next month - they tried to make me work an extra month's notice (so
effectively 2 months instead of 1). They were resolute about this, despite me
leaving because I was very unhappy working at the company.

~~~
draz
New York is a "at-will" employment state. Unless otherwise specified, both
parties can do as they wish (give a 1 day notice, for example. Though that
would look very bad for future employers...) <http://en.wikipedia.org/wiki/At-
will_employment>

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ndefinite
Did anyone else pause at the $80k and think that's not very much, before
continuing to read "per month"?

~~~
eta_carinae
One million dollars a year is still very, very low for a CEO of a major public
company.

~~~
uvdiv
That's only the salary.

" _The estimated value of executive pay packages can also be calculated in
dramatically different ways. After factoring in future grants of restricted
stock and stock options due Mayer under her employment agreement, Yahoo said
her annual compensation will be worth about $20 million annually_ [sic], _or
about $100 million during the next five years that the company hopes to retain
her as CEO._ "

[http://www.washingtonpost.com/business/technology/new-
yahoo-...](http://www.washingtonpost.com/business/technology/new-yahoo-ceo-
marissa-mayers-compensation-package-worth-more-than-59m-over-several-
years/2012/07/19/gJQAOD4ywW_story.html)

~~~
btipling
$100 million dollars? Really? How could that be cost effective?

~~~
mkramlich
Agree the amount seems obscene. But technically as long as they believe, at
the end of that period, that Yahoo has done say $150M better, for example,
then on the net Yahoo was better off. I doubt that Ms. Meyer (and indeed,
probably most CEO's) are really worth what they get paid, but I do think it's
possible that here coming on board may have a big enough impact, both directly
and indirectly, to move the needle for them by $100M+ net relative to
alternate courses of action. And that's all that's needed for the math to
justify it. One question will be, of course, whether if by her coming over it
also leads to other Google caliber folks switching ships as well. I've heard
people say she's a great choice, and people say bad, but I can't add anything
either way. It's likely that she was one factor in Google's success. It's also
likely that some people give her too much credit and she got a little lucky.
Both can be true.

~~~
BHSPitMonkey
Do you think it's even possible to say that those gains, if they occur, are a
direct result of the CEO's actions? Is it even /possible/ for Marissa to
provide /that much/ value to the company? I feel as though the collective
actions of everyone other than the CEO have a much greater impact on the
company's success in a given year.

~~~
gvb
In your car, when you push the gas pedal and turn the wheel, you are not
moving the car. You are directing the car how and where to move. Lately, Yahoo
has been ramming into the back end of a slow moving bus.

If she gets Yahoo back onto the expressway, she will be _responsible_ for the
success, although all the employees working together will be _implementing_
the success.

~~~
pullo
Your analogy makes all other employees look like mind less cogs,who can have
no idea's of their own.No CEO can succeed without a good team. Which begs the
question , if yahoo makes 150M more, does she deserve 2/3rd's of that new
money? Is Marissa the only person who has a winning perspective or a sense of
direction in a firm of more than 10000 people? What we see here is the trickle
down effect and people closer to the money paying themselves first. It is also
true that a bad ceo ( thompson, bartz) can do more damage to a large company
like yahoo than the benefits a good ceo can bring. The board has swung for the
fences cause it has shot itself in the foot many times. A lot of this money ,
is for Marissa to NOT screw up yahoo like her predecessors. Even if she just
keeps the engine chugging along at an average pace, the board will be
relieved. edit: Grammar

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petercooper
And still only 20 days of vacation (over a week less than the legal minimum
here in the UK :-))

~~~
kondro
Really? Australia has only 20 days per year (generally), but we do have 9
public holidays (10 this year in Queensland because they are moving one to the
end of the year into the first, so they couldn't do that without having both
on a cross-over year).

~~~
bobbles
The 28 days referred to as 'standard' in the UK includes their public
holidays.

~~~
kirchhoff
This is true, but in reality the vast majority of employers do not count
public holidays as part of the statutory minimum.

~~~
EnderMB
Are you sure about that? I've worked a lot of shitty jobs in my time, and
every single job I've ever worked at has had the 28 days as the minimum.

~~~
andyjohnson0
28 days is the statutory minimum. Whether it includes bank holidays depends on
the contract of employment. More info here:
[http://www.direct.gov.uk/en/Employment/Employees/Timeoffandh...](http://www.direct.gov.uk/en/Employment/Employees/Timeoffandholidays/DG_10029788)

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quesera
If you overlook a number or two here and there, this could be confused with
any offer letter for any job from any company in the industry.

I'm not sure why that surprises me.

~~~
philwelch
You'd expect a million dollar offer letter to be embossed on linen paper with
gold ink or something. Turns out it's just an ordinary offer letter, right
down to requiring the CEO to bring in proof that she's legally eligible to
work in the United States. (Don't want any illegal immigrant CEO's sneaking in
stealing our jobs!)

~~~
melvinmt
The bonuses only get paid if she somehow manages to grow Yahoo by $bns of
dollars. Then, in comparison, the CEO gets a little piece of the pie. See
Steve Jobs for a good example.

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sdiwakar
I'm curious to know whether people in the US holding senior positions are not
subjected to non-compete periods following their termination with their
current employer (e.g. not working for a direct competitor for a period of 3
months etc.)?

It surprised me that Marrisa Mayer was allowed to quit Google and then start
at Yahoo the very next day, is that common?

~~~
Shank
It's illegal in California to have a non-compete clause. It also only applies
if one is fired from said previous employer, not one who's left at will.

~~~
enjo
Huh? Every non-compete I've had forced down my throat (I've refused to sign
the last several) was specifically guarding against me leaving the company for
a competitor.

~~~
mikeryan
_Except as provided in this chapter, every contract by which anyone is
restrained from engaging in a lawful profession, trade, or business of any
kind is to that extent void._

Its CA law. From the business and professions code [1].

[1] [http://www.leginfo.ca.gov/cgi-
bin/displaycode?section=bpc...](http://www.leginfo.ca.gov/cgi-
bin/displaycode?section=bpc&group=16001-17000&file=16600-16607)

~~~
lusr
A clause restraining you from engaging in your "profession, trade, or
business", i.e. in general, is unenforceable. A clause restraining you from
engaging with another party may or may not be unenforceable depending on the
details.

In other words, nobody can enforce a clause preventing a programmer from
programming for company B after leaving company A purely on the basis of
restricting competition.

They _may_ have a case if e.g. company B contracted company A to do some work
and then bought out company A's programmer (e.g. to save money), but only if
the contract between company A and the programmer in question has a restraint
specifically penalizing this scenario.

(Even then, it doesn't mean companies will _choose_ to enforce the contract.
I've worked for companies where the restraint was between the _companies_ A
and B, and in the interest of preserving business relationships, company A
decided not to pursue their legal right to recourse when company B poached an
employee from A; the employee did not break conditions of their employment
with A as the restraint was between their companies.)

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Sidnicious
I love the terms Yahoos (only used twice in the offer) and Chief Yahoos.

~~~
smashing
> The Yahoos are primitive creatures obsessed with "pretty stones" they find
> by digging in mud, thus representing the distasteful materialism and
> ignorant elitism...

[https://en.wikipedia.org/wiki/Yahoo_%28Gulliver%27s_Travels%...](https://en.wikipedia.org/wiki/Yahoo_%28Gulliver%27s_Travels%29)

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gsap
Excuse me, I may be new to US laws. But why the heck does Marissa Mayer have
her Offer Letter publicly available?

~~~
confluence
SEC filings exist to publicly and accurately disclose material changes to a
company's structure/future (not always true - but that's the spirit).

The CEO offer letter is one such material change - as the shareholders are
technically paying her. Most people aren't material changes - hence their
offer letters are not published.

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arjunnarayan
Can someone who understands all these terms tally up what she gets paid, and
under what conditions? I find it quite confusing.

~~~
uvdiv
I don't understand much but the Washington Post does:

[http://www.washingtonpost.com/business/technology/new-
yahoo-...](http://www.washingtonpost.com/business/technology/new-yahoo-ceo-
marissa-mayers-compensation-package-worth-more-than-59m-over-several-
years/2012/07/19/gJQAOD4ywW_story.html)

* $1 million/year in salary;

* up to $2 million/year in bonuses;

* $14 million in restricted stock & options vesting over three years ($4.7 million/year). Restricted means she won't get these if she leaves before they vest. The real value of these depends on the future value of Yahoo stock

* $30 million retention bonus if she stays 5 years

That's $59 million for the first 5 years ($5M + $10M + $14M + $30M). Yahoo
says they expect to pay her a total $100 million over that time period --
they'll award other things on top of these.

~~~
angry-hacker
She is super rich already so I would guess money doesn't motivate this lady to
work any more (I might be wrong)... I can't understand that kind of spending
on a CEO, especially if I was a stockholder...

Anyway I'm not and I guess we live in totally different worlds...

~~~
sp332
I think she's only worth $33MM right now, so getting another $100,000,000 in
the next five years could still be motivating :)

~~~
jfno67
I saw her current net worth being evaluated at $300,000,000. I doubt this
moves has anything to do with money, but she would not want to be seen as a
cheap hire either.

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bluelu
These 100 million $ are a good sign for yahoo's employees to leave. They are
in absolutely no relation what she is worth and can do. That's what I would
do.

~~~
gte910h
100 million is only if the company turns around in a big way. Staying the same
will likely get her fired, as will tanking the stock, and moderate growth will
result in less than 100 million.

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famousactress
Oh good, she has vision.

~~~
mikek
You jest, but what if she needs to get this done:

[http://upload.wikimedia.org/wikipedia/commons/thumb/8/87/Man...](http://upload.wikimedia.org/wikipedia/commons/thumb/8/87/MannGlassEye_and_MindMesh_2427-2429proc_rotated_cropped.jpg/150px-
MannGlassEye_and_MindMesh_2427-2429proc_rotated_cropped.jpg)

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jorgem
That's a pretty good gig.

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spaghetti
Just bought my popcorn machine and home soda dispenser. Really looking forward
to seeing this unfold!

Seriously though I'd bet that Google studied the value of Yahoo's traffic
especially in Asia and decided getting someone on the inside makes business
sense. Why should Yahoo take the fantasy sports cake for example? Wouldn't it
fit right in at Google Plus?

~~~
joshmlewis
I don't think I'll ever understand people like you.

~~~
spaghetti
What are you having trouble understanding?

~~~
eta_carinae
Your conspiracy theory about Google planting Marissa as a spy CEO is absurd.

I'm sure Marissa's departure was considered a huge loss at Google, especially
to go to Yahoo. No company is ever happy to lose an executive.

~~~
sahaj
Yea, it's more like her planting herself with the help of the Yahoo! board.

