The 2009 package spelled out in a Thursday regulatory filing consisted mostly of stock incentives whose ultimate value will hinge on how much Yahoo's market value rises under Bartz's leadership.
Her first year proved to be a mixed bag. Bartz generally impressed analysts by closing Yahoo's unprofitable services, laying off workers and saving even more money by striking an Internet search partnership with Microsoft Corp. But the recession contributed to Yahoo's biggest drop in revenue since the dot-com bust in 2001.
Investors saw enough progress to lift Yahoo shares by 38 percent in 2009.
Bartz's 2009 compensation looks especially generous compared with how the more prosperous Google Inc. pays its leader. The compensation of Google CEO Eric Schmidt fell 52 percent last year to $245,322, including a salary of just $1. Schmidt has become a multibillionaire through the stock he owns in Google, whose market value is more than seven times higher than Yahoo's.
Shareholders have complained about Yahoo's compensation practices in past years, especially after the company gave its then-CEO Terry Semel a package valued at $71.7 million in 2006. Semel resigned in June 2007 shortly after he sparred off with irritated shareholders at the company's annual meeting. A proposal that would give shareholders a say on Yahoo's executive pay is on the agenda of this year's annual meeting, scheduled for June 24.
Yahoo signed Bartz, now 61, to a four-year contract in January 2009 in hopes of ending a prolonged financial funk. The slump had caused Yahoo's shares to plunge from $40 in early 2006 to $12 when Bartz came aboard.
More than half of Bartz's 2009 compensation package consisted of 1.67 million stock options valued at $27.2 million. Those options carry an exercise price of $11.73, but won't vest for Bartz to use unless Yahoo shares close at an average price of $17.60 for 20 consecutive trading days. The shares have yet to hit that threshold. Yahoo's stock closed Thursday at $16.97, up 22 cents.
Bartz's 2009 compensation package also included a $10 million award that Yahoo said was designed to cover incentives and benefits that she surrendered when she left her last job at software maker Autodesk Inc. The award consisted of $2.5 million in cash and $7.5 million in stock. Yahoo awarded her other stock options and restricted stock valued at $7.5 million.
All that came on top of a $969,872 salary and $1.5 million bonus. Had Yahoo fared better last year, Bartz could have received a $2 million bonus.
The Associated Press formula is designed to isolate the value the company's board placed on the executive's total compensation package during the last fiscal year. It includes salary, bonus, performance-related bonuses, perks, above-market returns on deferred compensation and the estimated value of stock options and awards granted during the year. The calculations don't include changes in the present value of pension benefits, making the AP total different in most cases than the total reported by companies to the Securities and Exchange Commission.