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Marissa Mayer Employment Offer Letter (sec.gov)
215 points by MarlonPro on July 20, 2012 | hide | past | web | favorite | 135 comments

"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".

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.

> 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?

This is standard for pretty much any company. It protects the company against frivolous wrongful termination lawsuits.

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.)

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).

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.

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

note that you can't actually make them work, no matter what the contract says (see https://en.wikipedia.org/wiki/Specific_performance). (you can sue them for compensation though.)

You would definitely want them to stay until you had a replacement lined up, even if they were unhappy.

Not really. Organisation can function a long time without CEO. People at the very top are completely irrelevant to day to day operations.

Shareholders don't often see it that way.

I'd be curious about this. I can't believe it's true. Besides that, it's very easy to very quickly appoint an interim CEO from within. Look how quickly Scott Thompson was replaced by Ross Levinsohn.

When the CEOs of RIM stepped down last year, their share rice fell 9.1% on the announcement. When Best Buy's CEO resigned in April, their share price dropped 5.87% that day. When Akamai CEO Paul Sagan announced his intent to step down two months ago, shares fell 6% in after-hours trading. It's pretty much guaranteed that a sudden change in leadership will lead to selloffs. Why can't you believe it?

Your comment

"Shareholders don't often see it that way."

was in response to the statement

"Organisation can function a long time without CEO. People at the very top are completely irrelevant to day to day operations."

I honestly get the impression that those shareholders were selling off, not because they thought the company couldn't function temporarily without a CEO, nor because they thought a CEO was necessary for day-to-day operations, but because they saw the CEO stepping down as yet another real sign that the company in question was dying.

I thought we were talking purely about whether shareholders think that "Organisation can function a long time without CEO. People at the very top are completely irrelevant to day to day operations.", and I don't think shareholders selling on the day of the news is a good indicator for saying they do or don't.

(edited for clarity)

I'd say most of them were selling their shares because of they anticipated that the share price will fall as information about CEO stepping down propagates to other shareholders and the other shareholders use the same logic.

The thing they fear is fear itself.

So you don't believe that markets function primarily as an information exchange? This is a driving factor in my worldview. You're assuming that all of these investors are primarily concerned with exceedingly short-term gains if you believe this is how they operate. While that's true of day traders, by definition, I don't believe it's true more generally.

I believe it's related to the fact that uncertainty has an actual cost, and the fact that companies without CEOs (or with hastily appointed interim CEOs that were not a strategic plan) tend to not be as focused on the 2-5 year strategy as they should be. I believe it's also related to the fact that a new CEO will typically pursue a different strategy, and that consequently a solid 2 years will be eaten up (generally) in ramp-up to pursue the new goals.

Anyway, just rambling. It's late. HN is great for this.

California is an at-will employment state. In California, you can quit or be fired at any time.

There's no such thing as an "at-will employment state". No state prohibits employment contracts with length of employment or notice of termination terms. Rather than repeat it, refer to my other comments in the thread.

Same in Washington.

At-will employment is the law in California and several other states meaning either side can end the relationship for any reason other than discrimination against a protected class. So it's not Yahoo's choice, their just stating the law.

You're misinformed. At-will employment is not a law, it's a legal doctrine, a description of a legal status: the absence of an employment term restricting the right to end the employment relationship at any time. At-will employment is the default state of employment relationships in every state; they are not stating anything unique to California. In fact, California was the first state to rule a termination in an at-will relationship illegal when it was in violation of public policy.

What was surprising was not that they made the at-will relationship explicit, it's that they chose to have it that way at all. There is nothing stopping them from requiring notice before she quits, or her from requiring they hire her for at least some minimum term. You hear about having to buy-out contracts of executives all the time.

Montana is generally not considered an At-Will state (after the probationary period). Unless it has changed recently.

This leaves them more options, and they incentivize the CEO to stay through stock grant vesting.


If you don't mean to be snide then don't be. It's not that hard. Just skip the snark and explain what OP is missing. If you have some knowledge of employment contracts to share, OP and all the rest of us would appreciate it.

Not a lawyer or anything of that sort.

Law is sort of small hobby for me: I read every word of anything I sign and I paid a decent amount of attention in a business law class I took in college.

A great introductory book on the subject you could probably get cheaply used at a college book store is "Fundamentals of Business Law"

It goes over just about anything a small business and/or startup person would want to know (short of options, equity, and the like ) anymore you would definitely want to go with professional council on .

At will employment is a pretty standard practice is the US.

That language is in just about any offer for employment that a person would read in the states.

It basically just means "you can quit at anytime and we can get rid of you at anytime" generally except for anything that violates the employment contract or any applicable laws.

Its to help with liability and rights on both ends

At-will is a description of the absence of an contract term restricting either party's right to end employment. It's not a law and it's not a restriction. What's surprising is that neither party wanted any kind of term; she didn't want a guarantee she'd be employed even a single year, and they didn't want a guarantee she wouldn't up and quit with no notice. They could've had one. Having to buy out the contract of a high-ranking person to replace them early is kind of the norm I've come to expect.

As gojimo said in an ealier comment

"In practice, still, most exits would still have some notice."

Companies just like to have the option.

You could say it was confidence on her part. Now we could have another discussion about whether or not that was foolish but that could be the reason

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

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

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."


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

Yahoo's yearly revenue is around $4 billion. Net income around $1 billion. It's not unreasonable to expect she could raise revenue and/or improve the profit margin by a few percent points.

Anything above a 5% jump in Yahoo!'s stock price during Mayer's tenure would equate to $1billion increase in Yahoo!'s market cap.

One way to answer your question, would be to say: It seems the shareholders of Yahoo! are willing to pay a fair commission to someone in exchange for an increase in the value of their stock (with optimism that Mayer's leadership will result directly in this happening).

Anything above a 5% jump in Yahoo!'s stock price during Mayer's tenure would equate to $1billion increase in Yahoo!'s market cap.

But that's not actually value generated. It's value captured from the grand casino of the stock markets. Yahoo! itself is not holding 1 billion more dollars at the end; Yahoo! shareholders are collectively, all tens of thousands of them, holding 1 billion in potential gains should they all sell their stock in some way that won't crash the stock price from the sudden sell-off.

It's kind of b/s though to assume that just because a company does better it's all due to the CEO.

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.

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.

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.

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

Somehow I think that if the ordinary employees weren't told they'd be fired for doing what they think is right instead of what their bosses order them to do, they could run things just fine themselves. Only the rulers think you need rulers.

I'm always surprised at this sort of feeling. The collective actions of everyone else at the company, if the company is not run pathologically, exist solely to pursue the goals of the CEO. The CEO sets the goals: describes what it is that this group of people does, what value they offer to the world at large.

You may not like that that's the way it works, but I think it's impossible for the CEO to fail to have a huge impact unless the company's run terribly. I also think it should be trivial to see that, given that the CEO has such a huge impact on the direction the output of this large number of employees takes, that the CEO's actions have an enormous impact on the value the company provides, and consequently the profit the company derives.

If the CEO of Yahoo decided that their best move was to pursue 1990s era AltaVista style search, combined with the idea of 'being a homepage' (which afaict is their current strategy, plus destroying good products), I think it'd be hard for you to NOT recognize that they would be destroying value in the company at a much higher rate than $150M/year. The CEO, personally, would have that impact. If the employees were more efficient at their jobs, or less efficient, it would have little impact (rounding error) in the overall impact of this policy pursuit.

CEOs are the company, for many purposes. Why shouldn't they be paid accordingly?

What if all the great ideas in a company are coming from the non-CEOs? If these ideas are instrumental in the company's success, then wouldn't the CEO be receiving wildly disproportionate credit for said success? (Regardless of the fact that the CEO is the one who allows the ideas to come to pass, the fact remains that the people with the ideas/talent are the ones providing the real value.)

I think that your point is legitimate but that you overvalue the value of it. Yes, in that hypothetical situation, the CEO would be receiving disproportionate credit for the success. I even think this might happen quite a bit. But things don't happen in a vacuum. I think that Meego was a fantastic product, the N9 a brilliant piece of hardware, and I think that no matter how much that's true Stephen Elop truly and royally ruined any value Nokia had a chance of creating by pulling a helluvan "Osborne Computer." The ideas and talent were all there in spades, and the execution by the guy responsible for handling the organization's execution COMPLETELY trumped all of that.

Ergo, CEOs actually do have quite a bit of value.

if the company is not run pathologically, exist solely to pursue the goals of the CEO.

Only the CEOs and their hangers-on actually believe that.

Consider that without some big changes, Yahoo's value in five years may well be zero.

'Net relative to other course of action' is the tricky bit. I find it hard to believe that investing in 15 people at $15 million, or 150 at a million, or however you want to break it out, would not be a better alternative. The issue of CEO pay boils down to how skewed you view the distribution of talent among a population and how much a single person makes a difference in an organization. Personally I think success is more of a function of collective or distributed intelligence, and perhaps if a single person is so pivotal compared to nearly everyone else in an organization that is more of a reflection of poor organizational structure that is not distributing responsibility and power sensibly. At the very least that sort of corporate structure could hardly be viewed as a robust system. Thats not criticize this particular case, but highly skewed compensation in general.

Because that has worked out so well for them so far, they are great at picking CEO's.

> That's only the salary.

Like I said, it's still very low for a CEO salary.

$1m / year is actually a very common base salary, for tax reasons -- anything above that amount the company can't deduct as a compensation expense. The majority of CEO compensation is via bonuses and long-term equity incentives (grant, options, etc.).

Exactly, there is up to 4MM, +12MM + 30MM in comps in that offer. as well as up to 25K legal, 50K security, stocks and loans and other grants in there too.

Thats a TON

Yeah, I read it like this..

Letter: "Your starting annual base salary will be $83,333.33"..

Me: O_o That's it?

Letter: " per month"..

Me: O_O Ohhh!!

And it only gets better from there with the incentives and awards packages. Yes, there's a lot of work to be done. Being the CEO isn't just putting your feet up and yacking out orders. You gotta work your butt off. Not only for you, but the people who are counting on you to move the company in great direction.

I hope Marissa does well. Yahoo! hasn't been relevant for years now and I hate to see them just go away. We need more competition out there and I'm sure there are a lot of brilliant minds that can pull things together.

As for me, I need to work even harder/better if I ever wanna see that kinda scratch.

Exactly! I did.

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

Do you actually think a CEO would take 30 days worth of vacation time even if they had the option to? She'll probably use five of those days at most. She's got her work cut out for her.

Something tells me that the vacation time isn't getting used.

She'll probably use it when she has her baby in October.

Maternity leave is typically separate from other accrued PTO.

Maternity leave is also not necessarily paid. In my experience with maternity leave, the only pay involved short- and long-term disability insurance. Of course, individual employers may offer paid leave, but that's not required.

True, but she'll probably use the PTO for doctor's visits and other pre/postpartum stuff.

That only counts paid time off, though. She gets paid enough to take a day off whenever she wants, though, so practically speaking, it's still the "you're the CEO—you call the shots" thing going on.

Heck, I only get 15. I would kill for 20.

Move to Europe. Most countries guarantee at least 25–30 days (the UK is actually one of the lowest.) In Finland you get 40.

Conversations like these make me realise how lucky us teachers are with our 13 weeks of paid vacation time.

That's why they always say there are two reasons to become a teacher: July and August.

The problem with teaching is that your holidays are the same time as all the families, so you're stuck with the most expensive and crowded periods.

Plus you have days off from school that aren't national federal holidays, Cesar Chavez Day if I remember was one.

Which days these are depends entirely on the state and school district, at least in the US. Districts with a low or no Jewish population aren't likely to take Rosh Hashanah off, etc.

Ha! Districts outside of New York and LA mostly don't grant Rosh ha'Shanah off even if they do have a substantial Jewish population. Employers do similar: Jewish holidays come out of your vacation time because they're not "company holidays" like Christmas.

Just noting, but Massachusetts never really stopped being Puritan. Oy gevalt.

Well I'm from Australia, so I think there are at least another 5-10 public holidays that i'm not counting.

In reality, the Finnish average is more like 27-32 days.

After your second year of work at a company, you get 5 weeks vacation per year. The official number for this is 30 days, but that's counting Saturdays. Nobody works 6 days per week, so in reality this is 25 days.

On top of those 25 days, there are public holidays. On average 7 of them fall on weekdays per year.

This gives us a grand total of 32 days per year on average.

Of course, everyone takes them during the same time, and goes to the same place.

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).

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

I get 28 days + public holidays (I love my boss!)

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

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.

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...

In australia the unions are so strong in certain areas (mainly skilled labour) that most of the tradies working at one place (where I did some tech consulting) had 40-60 days paid leave (including public holidays, normal paid holidays, R&R, random union days and 10day sick leave).

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.

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!)

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.

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?

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.

"It's illegal in California to have a non-compete clause." Not quite. They're just unenforceable. http://en.wikipedia.org/wiki/Non-compete_clause#California

"It also only applies if one is fired from said previous employer, not one who's left at will."


Are you referring to California here, or non-competes in general? If the latter, I'm, pretty sure that you're incorrect. " The use of such clauses is premised on the possibility that upon their termination or resignation, an employee might begin working for a competitor or starting a business,..." (top of same Wiki page)

Non-compete's are generally considered un-enforceable in California.

Also, fired/quit doesn't affect non-competes.

Why would non-competes only apply if fired? I think they are in fact designed specifically to apply when the employee leaves on their own volition.

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.

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...

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.)

Employers can put all sorts of things in employement contracts to scare employees, but that doesn't mean they're enforceable.

Her Yahoo offer letter does have a non-compete clause, but it's only in effect while she's still employed at Yahoo. Among other things, she can't own more than 1% of any competing business. She was at Google for a long time but I don't think she ever got that much stock.

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

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


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

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.

Probably it's because Yahoo is open to public (NASDAQ: YHOO); they have to be transparent and open their documents to the shareholders.

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

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


* $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.

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...

I don't think money motivates her exactly, but being paid less than the next CEO guy would demotivate her (yes, it comes to the same thing and no, her needing less won't force her to pay more taxes). Pecking order in the peer group matters to most people. That said, I think as a group CEOs are overpaid wrt to the value they bring to shareholders, but boards are made of CEOs, which explains why the Gini keeps rising.

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

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.

She is but my sense from various web articles is that she's acquired richer tastes as well. If you're income/wealth jumps by a factor of 100x you can be set for life. But if your spending/lifestyle costs jumps by a factor of 100x too, then your ramp shortens and you need to stay a working stiff (admittedly at the executive level) just to keep your lifestyle going. But agreed that even despite this effect, it's probably not the Yahoo pay (bump) that motives her, but the jump to CEO and losing the feeling of perhaps hitting a ceiling inside Google. The competition inside Yahoo is likely not as tough as inside Google too, and there's a great opportunity to move the needle. And even if she tanks as CEO or hates it, she still can't really "lose" because she should still have plenty of FU money. So, arguably a heads-I-win / tails-I-dont-lose opportunity.

As an interesting (if irrelevant) comparison, NFL quarterback Drew Brees just signed a 5 year, $100 million contract with the New Orleans Saints.

IIRC, this sort of comparision is what started all this CEO salary inflation back in the late 70's/early 80's. The CEO's of billion dollar companies were being paid less than baseball players and cried foul.

The $14 million was to make up for unvested options and such she gave up by leaving Google.

1mm per year base

Up to 4mm in annual bonus if she exceeds goals defined by the board

Roughly 45mm in equity vesting over 5 years.

In regards to the stock:

> "provided that, in each case, you are employed by the Company on the applicable vesting date or as otherwise provided herein"

So unless she beats the current CEO lifetime running average she will only see 9mm of that 45mm. Minus the fact that half the stock are options.

From another discussion[1]: $1 Million Base, Up To $60 Million In Stock And Bonuses

[1] http://news.ycombinator.com/item?id=4268330

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.

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.

Oh good, she has vision.

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


That's a pretty good gig.

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?

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

Im not disagreeing that in most cases these conspiracy theories are complete nonsense but I think it is pretty important that we encourage people to come up with alternate theories to events and actions and not instantly dismiss them. Always trusting the "rulers"(as they would call them) could end very badly in the long term for humanity.

Yeah, I definitely am the first to come up with alternate theories and trying to figure out motivations for things, but this was just silly. Now if there was some hard evidence or some very fishy stuff that's one thing, but I haven't seen anything to support it.

Also this is Google, so it would be so out of character that it contradicts every single thing anyone has ever learned about Google first-hand, second-hand, or third-hand. This is not how you make a conspiracy theory.

Here's the thing, it is actually a good question - "Why would a big dog at google, presumably one who has a pile of google stock, go to a floundering competitor?"

There are many good obvious reasons to accept a better job at a non-competitor, or a strong competitor, but on the surface, going to a struggling competitor seems odd.

It is worth exploring. One thing that keeps coming up in my mind is that Google is regularly mentioned in context of anti-trust stuff. That is a big deal. I honestly wouldn't be surprised if Google bigwigs sent Ms Mayer to Yahoo with a blessing, saying "make Yahoo good again, we need competition". Conspiratorial sounding, yeah sure. But at the same time, completely reasonable, and totally explains what would look like an otherwise conflicted loyalty/position.

A strong yahoo also helps (everyone really) on the Facebook front.

A strong yahoo also will keep Google sharp. All of their best innovations came when they weren't the clear winner, so some competition may help invigorate the innovation again.

I wouldn't put it past Sergey and Larry to grok all of this, and say to their trusted people, "look its better if some of you guys move to our competitors, it's good for all of us, you guys can actually make that happen."

What are you having trouble understanding?

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.

"spy CEO" wasn't my original intention. More like "figure-head whose intention is to benefit Google and whose loyalty is still with Google". Google's leadership is very shrewd and it would be foolish to blindly put this past them.

To be fair after reading a bit more and thinking about this it could be a vanity move motivated by the promo skip.

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

The willingness to believe in conspiracy theories, probably.

Sometimes it's OK to let your imagination run wild. Especially when the 20th employee of thriving Google chooses to be the CEO of stagnating Yahoo.

It may also help to look at it as: stagnating Google employee #20, passed over for promotion, spites Google by taking job at a competitor.

Top job, no less. For somebody who's accomplished as much as she has, it must be difficult finding worthy new challenges. The VentureBeat article on another thread states she's worth $300m. She only continues to work because she loves the challenge, clearly.

It's probably much simpler than that. You know that study where most people chose to be the top dog of a small group instead of being part of a larger group, but only a subordinate? Same goes here.

Besides, maybe she really believes she can turn the company around - who will be laughing if/when that happens?

And they would do this because Google needed to watch out for Yahoo sneaking up on them?

"Try it before you buy it." Yahoo has something that Google wants: traffic. However Google probably has doubts about the health of Yahoo as most people do. So have a friend learn about the company inside and out and then make a decision: buy the company if it looks good or don't buy it of you find out it truly is thoroughly rotten inside.

If they wanted the traffic, what would it matter if Yahoo was rotten to the core? Just buy it, take the traffic, and dismiss the bad seeds.

I don't think this is a mole planted by Google, there are plenty of other ways to figure out what's going on there besides proactively having one of your best performers leave the company.

I'm speculating, but reasonably certain Mayer went there because she was already thinking of leaving Google, after being shut out of Page's executive inner circle. Reading between the lines (and based on input of two friends who have worked with her), it wouldn't be off base to think she's going to try to outgun Google simply to prove a point -- that they shouldn't have passed her up for promotion.

Should be interesting to watch, because I think she's motivated well beyond financial considerations -- this is about payback.

If it's really about competition or payback then this will be amazing to watch! Valleywag probably just opened a few reqs.

A better conspiracy would be that Google wants yahoo to be strong to avoid anti-trust issues.

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