Here's The Hedge Fund Slate Trying To Oust Marissa Mayer's Board At Yahoo! (2024)

Starboard Value, the activist hedge fund run by Jeffrey Smith, has unveiled a nine person slate of director nominees to Yahoo board in an effort to seize control of the struggling web titan's boardroom. Smith's nominees come ahead of Yahoo!'s annual shareholder meeting and signal the hedge fund will run a proxy contest against the company, the first after nearly a decade of investor dissent.

Starboard's campaign comes nearly four years into CEO Marissa Mayer's tenure at Yahoo!, in which she has tried to revive the company's core digital media business through acquisitions and heavy investment. Mayer's investments, according to Starboard, have not yielded promised profitability. Instead, the company has squandered billions in a failed turnaround effort, according to the activist fund.

Read More: The Last Days Of Marissa Mayer?

But the most pressing issue for Starboard - and the motive for its proxy battle - has to do with Yahoo!'s minority holding in Chinese e-commerce giant Alibaba and Yahoo Japan . For years, Yahoo! and its investors have battled over how to separate the company's core business from its minority assets, thus removing an apparent discount hanging over its still profitable and highly trafficked web properties. Last year, Yahoo attempted to spin its Alibaba shares, but that plan ran into tax issues with the Internal Revenue Service.

More than two years ago, Starboard's Smith urged Yahoo to split its core business from minority investments and merge it with AOL , then another struggling digital media pioneer. AOL was sold to Verizon nearly a year ago for $4.4 billion. Now, with its Alibaba spin stalled, Yahoo! is finally trying to sell its core business, running an auction process where Verizon has indicated it is an interested bidder.

Starboard, in a letter released on Thursday morning, said Yahoo! is frustrating bidders in this sale process, tying the hands of interested buyers with an overly restrictive non-disclosure agreement and other legal restraints. The fund's head Smith further characterized Yahoo!'s operating performance of falling far short of management promises and characterizing it as "atrocious."

"We believe that Yahoo is deeply undervalued and opportunities exist within the control of management and the Board of Directors (the “Board”) to unlock significant value for the benefit of all shareholders." Smith said in his letter. Starboardcurrentlyowns 1.7% of Yahoo's outstanding shares, a stake worth approximately $570 million.

Smith says Starboard vetted over 100 candidates before settling on its 9-person slate of directors, which includes two women, in addition to himself. It's the second time in as many years that Smith is seeking to oust an entire company board. In late 2014, Starboard was successful is unseating the board of Olive Garden-parent Darden Restaurants, the first for a S&P 500 Index component.

"The Board’s Nominating and Governance Committee will review Starboard’s proposed director nominees and respond in due course," Yahoo said in a statement.

Below is Starboard's slate of directors:

Bridget L. Baker
 Ms. Baker was NBCUniversal’s first President of TV Networks Distribution and oversaw the
company’s multi-billion dollar subscription revenue business from 2006 to 2012.
 Previously, Ms. Baker spent 15 years at NBCUniversal in roles of increasing responsibility
and revenue oversight, innovating and executing on distribution strategies that helped build
one of the nation’s largest and most highly rated content portfolios.
 Ms. Baker currently serves as a director of General Communication, Inc., a diversified
communications provider and Alaska’s largest telecommunications company, where she
serves on the Nominating and Governance Committee.

 Ms. Baker’s expertise negotiating hundreds of complex content agreements and extensive
background as a senior executive growing and distributing multi-platform content began when
she joined the financial news network, CNBC, at its inception.

Tor R. Braham
 Mr. Braham served as Managing Director and Global Head of Technology Mergers and
Acquisitions for Deutsche Bank Securities from 2004 until 2012.
 Prior to joining Deutsche Bank, Mr. Braham served as Managing Director and Co-Head, West
Coast U.S. Technology, Mergers and Acquisitions for Credit Suisse First Boston and was a
Partner at Wilson Sonsini Goodrich & Rosati focusing on corporate law and mergers and
acquisitions in the technology space.
 Mr. Braham currently serves as a director of NetApp, Viavi Solutions and Sigma Designs. His
previous public company board experience includes SMART Modular Technologies, OPTi
Inc., 3Dlabs, and eMusic.com.
 During his career as an investment banker, lawyer, and board member, Mr. Braham was
directly involved in negotiating or executing over 100 mergers and acquisitions in the
technology industry. He was also involved in negotiating a wide variety of complex
intellectual property licensing and sale transactions that have been important to multiple
sectors of the technology industry.

Brad W. Buss
 Mr. Buss is an operational CFO with vast turnaround experience in the technology space, who
formerly served as the CFO of SolarCity and Cypress Semiconductor.
 Mr. Buss also held prior financial leadership roles with Altera Corporation, Cisco Systems,
Veba Electronics, and Wyle Electronics, Inc.
 Mr. Buss currently serves as a director of Tesla Motors, CaféPress.com, and Advance Auto
Parts.
 Mr. Buss has served on two Audit Committees (both as chair), one Compensation Committee,
and two Nomination and Governance Committees.
 Mr. Buss’ extensive background and expertise in finance and operations includes initial public
offerings, spinoffs, acquisitions, divestitures, and complex capital markets transactions.

W. Lance Conn
 Mr. Conn has more than 20 years of leadership experience as an operating executive, investor,
and director in the media and technology sectors.
 Mr. Conn currently serves as a director of Charter Communications, where he is Chairman of
the Compensation and Benefits Committee, and previously served on the Strategic Planning
Committee and the Corporate Governance Committee.
 Previously, Mr. Conn served as President of Vulcan Capital, the multi-billion dollar
investment vehicle of Microsoft co-founder Paul Allen, where he led the turnaround of its
portfolio, including many media and technology assets, and oversaw numerous transactions
involving significant tax and structuring expertise.
 Mr. Conn also formerly served as an EVP of Operational Effectiveness and EVP of Business
Affairs & Development at AOL.

Dale L. Fuller
 Mr. Fuller is a seasoned public company executive and director who has served in a variety of
executive roles, including as President, CEO, and CFO of moka5, Inc., as Interim CEO and
President of McAfee, Inc., and as CEO and President of Borland Software.
 Mr. Fuller currently serves as a director and Chairman of the Supervisory Board of AVG
Technologies, director of Quantum Corporation, and as Chairman of private Stanford-based
technology startup MobiSocial.
 Mr. Fuller founded the Internet community site WhoWhere, Inc., later acquired by Lycos, Inc.
 As a start-up company CEO, Mr. Fuller led the expansion of several domain sites, including
angelfire.com and Mailcity.com.
 Mr. Fuller has deep industry experience across the technology landscape, including start-ups
and legacy businesses.

Eddy W. Hartenstein
 Mr. Hartenstein is a seasoned media executive with a wealth of executive experience from his
time serving as CEO of the Tribune Company, Chairman and CEO of DIRECTV, and
Publisher and CEO of the Los Angeles Times Media Group.
 Mr. Hartenstein has served as a director of Tribune Publishing Company since August 2014
and was Non-Executive Chairman until January 2016.
 While he was CEO of the Tribune Company, he oversaw the restructuring of the company
through its Chapter 11 bankruptcy protection in December 2008 and subsequent emergence
from bankruptcy in December 2012.
 Mr. Hartenstein served as the publisher and Chief Executive Officer of the Los Angeles Times
Media Group from 2008 to 2014.
 Previously, Mr. Hartenstein presided over the birth and growth of the satellite television
industry, expanding Hughes Communications’ acquisition and deployment of commercial
communications satellites as a Vice President in 1981.
 Mr. Hartenstein currently serves as a director of SanDisk, Sirius XM Holdings (former
Chairman and current Lead Independent Director), Broadcom Ltd., and Rovi Corporation.
 Mr. Hartenstein brings business leadership and extensive senior management experience,
including successful creation and entering of new markets, as well as his considerable public
company directorial and governance experience.

Richard (Rick) S. Hill
 Mr. Hill is a seasoned senior executive and public company board member who has served as
Chairman of Tessera Technologies, a technology company that specializes in inventing,
productizing, and acquiring intellectual property, since 2013, and who previously served as
Tessera’s interim CEO.
 Prior to Tessera, Mr. Hill spent 20 years at Novellus Systems, a semiconductor equipment
designer and manufacturer, where he grew revenues from approximately $60 million to
approximately $1.7 billion as CEO and eventually sold the company to Lam Research
Corporation for more than $3 billion.
 Mr. Hill currently serves as a director of Arrow Electronics, Cabot Microelectronics
Corporation, and Autodesk. He previously served as a director of Planar Systems, Novellus
Systems, LSI Corporation, and SemiLEDs.
 He has served on three Governance Committees (one as Chair), two Compensation
Committees (one as Chair), and three Audit Committees throughout his career.
 In addition to being the CEO of numerous technology companies, Mr. Hill has significant
intellectual property experience.

Debra A. Janssen
 Ms. Janssen has more than 25 years of global leadership experience in a variety of industries,
including financial services, payments, technology, retail, media, and non-profits.
 Ms. Janssen currently serves as COO of Bankers Trust, an independently-owned $4 billion
regional bank holding company.
 Prior to Bankers Trust, Ms. Janssen served as CEO of CDS Global, a division of Hearst
Corporation, one of the largest diversified media, information, and services companies.
 Ms. Janssen joined CDS Global from MasterCard Worldwide, where she was group executive
of integrated processing solutions and managing director of Access Prepaid from 2009 to
2012.
 Ms. Janssen previously served as a director of PLATO Learning and Online Resources Corp.

Jeffrey C. Smith
 Mr. Smith is a Managing Member, CEO, and Chief Investment Officer of Starboard Value LP.
Prior to founding Starboard, he was a Partner and Managing Director of Ramius LLC.
 Mr. Smith currently serves as a director and Chairman of Darden Restaurants, the largest
casual dining restaurant operator in the world, and Advance Auto Parts, a leading automotive
aftermarket parts provider in North America.
 Previously, he has served as a director of Office Depot, Quantum Corporation, Regis
Corporation, Surmodics, Zoran Corporation, Phoenix Technologies (Chairman), Actel
Corporation, S1 Corporation, Kensey Nash Corporation, and The Fresh Juice Company.
 Mr. Smith has extensive experience in best-in-class corporate governance practices and
significantly improving value at underperforming companies.