Yahoo named three new independent directors in March as part of an effort to shake up the board and appease investors. The company negotiated with Third Point’s Daniel S. Loeb about adding one of his nominees and another on whom both sides could agree. The discussions broke down when Loeb insisted that he be added, Yahoo said at the time. The fund announced plans in March to seek shareholder votes for its slate of four directors.
After the disclosure of the résuméerror, Yahoo formed a committee led by board member Alfred Amoroso, who joined in February.
The other directors on the panel are John Hayes and Thomas McInerney, both of whom joined in April. The committee has retained independent counsel, Terry Bird of Bird, Marella, Boxer, Wolpert, Nessim, Drooks & Lincenberg in Los Angeles.
The company initially called the discrepancy an “inadvertent error” and said it “in no way alters that fact that Mr. Thompson is a highly qualified executive with a successful track record leading large consumer technology companies.” It later said it would begin a review.
Thompson, in a memo to staff members May 7, apologized for the fallout from the disclosures and said he takes “full responsibility.”
“I want you to know how deeply I regret how this issue has affected the company and all of you,” Thompson said.
Thompson’s four months of work at Yahoo were lucrative, and his potential compensation was set at as high as $27 million when he joined. Besides an annual base salary of $1 million, he received a hiring bonus of $1.5 million in cash and $5.5 million in stock, according to Yahoo’s agreement letter filed with the Securities and Exchange Commission.
He also was set to receive an inducement equity award in February worth $5 million, regulatory filings show. He was eligible for incentive compensation of as much as twice his annual salary, depending on performance, with the bonus guaranteed to be least $1 million for the fiscal year.
Thompson was slated to receive an additional $1 million stock award in March 2013 and to get long-term equity grants that were projected by the company to be worth $11 million for 2012, according to the regulatory filing.
— Bloomberg News