High Quality
Open the downloaded document, and select print from the file menu (PDF reader required).
Carol Bartz Compensation Plan as CEO of Yahoo!
(Source: SEC filings on Jan. 23 & Feb. 25, 2009 and Yahoo!'s 2009 proxy filing)
Components of the Bartz Plan1. The "Make-Up Grant"
Why?
For Carol's "forfeiture of the value of equity grants and post-employment medical coverage from" AutoDesk
Source:http://www.sec.gov/Archives/edgar/data/1011006/000117911009001932/xslF345X03/edgar.xmlTotal Shares GrantedExercise PriceLikely Avg.Stock Pricefor 2009Total Value of Vested Grants byEnd of 09639,386$0.00$15.50$9,910,483.0025% of these shares vest in separate blocksPossibleFuture Valueof Stock PricePotential Value of these VestedGrants if sold laterat Higher Priceon 3/31/09, 6/30/09, 9/30/09 & 12/31/09$17.60$11,253,193.60$20.53$13,124,996.12$23.46$14,999,995.56$26.39$16,874,995.01$29.33$18,749,994.45$35.19$22,499,993.34
2. The "Inducement Option"
Why?
No reason given; presumably to "induce" Carol to get the stock price up -- no bad thing.
Source:http://www.sec.gov/Archives/edgar/data/1011006/000117911009001932/xslF345X03/edgar.xmlTotal Shares Granted# of Sharesfrom grant toVest atdifferent futurestock pricesExercise PricePotentialFutureStock PriceIncrease overExercise PriceTotal Value of Vested Grants byEnd of 095,000,000$11.731,666,667$17.60150%$9,783,333.33833,333$20.53175%$21,993,750.00833,333$23.46200%$39,100,000.00416,667$26.39225%$54,984,375.00416,667$29.33250%$73,312,500.00833,333$35.19300%$117,300,000.00These options to buy shares must be exercised before 1/30/2016; 7 years from grant date.Once stock price trades for 20 consecutive days above this price (or there's a change of control), these options vest
3. Retention Bonus
Why?
Not named in filing but induces Carol to stay in order to collect all shares.
Source:http://www.sec.gov/Archives/edgar/data/1011006/000117911009003711/xslF345X03/edgar.xmlTotal Shares Granted# of Sharesfrom grant toVest atdifferent futurestock pricesExercise PricePotentialFutureStock PriceVesting DatesPotential Value of Vested Grants162,070$0.0040,518$25.001/30/2010$1,012,937.5040,518$25.001/30/2011$1,012,937.5040,518$25.001/30/2012$1,012,937.5040,518$25.001/30/2013$1,012,937.50
1 9/12
These shares vest on Carol's anniversary date over the next 4 years (as long as she's still there).Carol doesn't have to cash them out on these dates; these are only the dates she gets the shares.The future stock price at which point she cashes in the shares might be higher or lower than $25.
4. Performance Bonus
Why?
Not named in filing but induces Carol to stay in order to collect all shares.
A. Cash Flow Bonus
Total Shares Granted* Board hasright to doublethis share grantto a max of:Exercise PricePotentialFutureStock PriceVesting DatePotential Value of Vested Grants162,070$0.001/30/2012324,140$25.00$8,103,500.00Board can award this amount on Carol's 3rd anniversary date for hitting cash flow targets.The targets themselves are not disclosed.
B. Stock Price Bonus
Total Shares Granted* Board hasright to doublethis share grantto a max of:Exercise PricePotentialFutureStock PriceVesting DatePotential Value of Vested Grants162,070$0.00324,140$25.001/30/2012$8,103,500.00Board can award this amount on Carol's 3rd anniversary date for hitting total shareholder returns targets.The targets themselves are not disclosed.
5. Additional Stock Option Bonus
Why?
Not named in filing but is a further inducement for Carol to increase the stock price.
Source:http://www.sec.gov/Archives/edgar/data/1011006/000117911009003711/xslF345X03/edgar.xmlTotal Shares Granted# of Sharesfrom grant toVest atdifferent futurestock pricesExercise PricePotentialFutureStock PriceVesting DatePotential Value of Vested Options355,870$12.4888,968$25.001/30/2010$1,113,873.1088,968$25.001/30/2011$1,113,873.1088,968$25.001/30/2012$1,113,873.1088,968$25.001/30/2013$1,113,873.10The right to exercise these stock options expire on 2/25/2016; 7 years from grant date.Carol doesn't have to cash them out on these dates; these are only the dates she gets the shares.The future stock price at which point she cashes in the shares might be higher or lower than $25.
6. Base Salary
Why?
Needed of course; Max allowed by SEC in order to maintain tax deductability is $1mm / year.
Source:http://www.sec.gov/Archives/edgar/data/1011006/000119312509092231/ddef14a.htmPage 52Base Salary:Future YearsBase Salary12/31/2009$1,000,000.00$1mm / year12/31/2010$1,000,000.0012/31/2011$1,000,000.0012/31/2012$1,000,000.00
7. Target Annual Bonus
Why?
Not stated but presumably to further induce Carol to increase the cash flow and stock returns.
2 9/12
Add a Comment