It isn't really, tho. It's established by the compensation committee that is convened by the board and comprises of board members.
Starboard bitched about the compensation committee since it only had 2 members on it, and they were favorable to Mayer (giving her credit for what is effectively a rise in Alibaba).
Starboard got 3 of it's own board members onto that committee now, so the fun times are over.
The conflict of interest in the process has always been that you have your own board members, some of whom you bought into the board, deciding compensation. A lot of these directors are themselves the subject of compensation committees at other public companies - so there is a quid pro quo amongst those who serve on each others boards.
It takes an outside activist investor to break up these friendly and circular compensation cliques.
I like Mayer, but it is really difficult to justify these compensation packages when the core business she is running is performing so poorly. I don't think many people would have any problem with her earnings hundreds of millions of dollars - but only as a portion of gains made by rescuing Yahoo's decline.
I agree people should get rewarded for performance and that there are people often taking advantage, but still the entire ballpark area of pay that she gets is guided by market comparisons. There are other comparable compensation packages out there, she's just getting hammered for hers because of the fall. I don't think it's uncommon for failures to result in compensation packages that cause a public outcry.
It isn't really, tho. It's established by the compensation committee that is convened by the board and comprises of board members.
Starboard bitched about the compensation committee since it only had 2 members on it, and they were favorable to Mayer (giving her credit for what is effectively a rise in Alibaba).
Starboard got 3 of it's own board members onto that committee now, so the fun times are over.
The conflict of interest in the process has always been that you have your own board members, some of whom you bought into the board, deciding compensation. A lot of these directors are themselves the subject of compensation committees at other public companies - so there is a quid pro quo amongst those who serve on each others boards.
It takes an outside activist investor to break up these friendly and circular compensation cliques.
I like Mayer, but it is really difficult to justify these compensation packages when the core business she is running is performing so poorly. I don't think many people would have any problem with her earnings hundreds of millions of dollars - but only as a portion of gains made by rescuing Yahoo's decline.