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SEC regulations require a public company to disclose the salary and other compensation paid to the CEO and the four most-highly compensated employees. For 2002, those five are:
Terry's pay for the 8 months he was employed in 2001 was $254,853 (which equates to a rate of $382,280/year). He also received $127,766 for moving expenses, and options on 11,000,000 shares of YHOO stock.
Terry's pay for 2002 was $1,345,500 (a raise of 351%).
In addition to the 11,000,000 options that Terry already had, he also received two new grants in 2002: two million shares on July 11th (at $12.92/share), and 800,000 shares on Dec 11th (at $16.46/share).
The grant of two million shares vests over just two years, and started vesting after the first month. The 800k shares vest over four years, and started vesting after the first month.
Terry's 2002 grants of 2,800,000 shares represents a 9.8% slice of the entire stock-option pie available to all employees.
Sue's 2001 pay was $295,000, along with options on 750k shares.
Sue's 2002 pay increased to $943,750 (a raise of 312%). She also received three option grants totalling 1,350,000 shares: half a million shares on April 25th (at $14.35/share), another half a million shares less than two months later (on June 20th, at $15.65/share), and a further 350,000 shares on Dec 11th (at $16.46). All of them vest over four years, and started vesting after the first month.
Sue's 2002 grants of 1,250,000 shares represents a 4.7% slice of the entire stock-option pie available to all employees.
Greg arrived in 2001 with, among other perks, a 1.25 million dollar signing bonus. For the months he was employed here in 2001, he received a further $519,712 in pay, along with $58,943 in moving expenses, and options on 650,000 shares.
Greg's pay in 2002 rose to $1,062,500 (with an additional $113,912 in moving expenses). But, he received only one small option grant (100,000 shares on Dec 11th, at $16.46/share, which vest over four years, and started vesting after the first month).
Dan received $842,949 in pay for the eight months he was here in 2002, moving expenses of $87,525, and options on 1.6 million shares: 1,250,000 shares when he arrived on April 24th 2002, at $14.61/share, and another 350,000 shares on Dec 11th, at $16.46/share. The 1,250,000 shares vest over four years, but have a one-year "cliff" (he doesn't get any until the one-year anniversary). The cliff expired on April 24th of this year (2003), at which point 312,500 shares vest (of which it looks like he has -- or at least has planned to -- exercise most of them).
Dan negociated some sweet perks into his contract. Not only does he get an interest free $1,000,000 loan from the company, but he also gets a mortgage subsidy. He's guaranteed a base salary of at least half a million per year, plus a bonus of "no less than $250,000/year". Also, if he leaves the company, he gets two years' severance.
On top of all that, he has a "special retention bonus plan" in which he gets a $675,000 bonus in April 2003, a $525,000 bonus in April 2004, and another $150,000 in April of both 2005, and 2006. And, he gets to receive them even if he leaves the company.
Wenda joined us sometime in 2001 -- it must have been late, as she received only $100,000 in pay (with no moving expenses). She received options on 200,000 shares.
In 2002, her pay went up a bit, to $1,087,419 (but still no moving expenses). She received one option grant, of 70,000 shares (on Dec 11th, at $16.46/share).
Here are images of the relevant pages from the notice:
| Page | Contents | ||||||||||
| 27 | Executive Officer Compensation and Other Matters
(table listing pay and option grants) | ||||||||||
| 28 | Option Grants in Last Fiscal Year (table listing details of option grants, with a bunch of footnotes) | ||||||||||
| 29 | Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values (None of the five exercised shares in 2002, although some have exercised this year -- as it their right) Employment Contracts, Termination of Employment and Change in Control Arrangements (lots of their perks are in their contracts -- be sure to read through this and the next page) 30 | (continuation from page 29) | 31 | Report of the Compensation Committee on Executive Compensation | (a report by the people who recommend to the board what to give the executives) 32 | (continuation from page 31) | 33 | (continuation from page 32) | 41 | Certain Transactions | (some details of Dan's interest-free $1,000,000 loan) |
