Dan Loeb Recruits Former NBC Boss Jeff Zucker for His Raid on Yahoo
The activist shareholder wants four of Yahoo’s board seats, one of which he wants to occupy himself.
His other nominees: MAEVA Group CEO Harry Wilson, a “restructuring expert”; Michael J. Wolf, the media consultant who also served as chief operating officer at Viacom’s MTV Networks for a stint; and Jeff Zucker, the former CEO of NBC Universal who left once Comcast acquired the media conglomerate.
In a filing with the SEC, Loeb says he’s glad to see Yahoo co-founder Jerry Yang head out the door, to be followed by board chair Roy Bostock and three other board members. But that’s not enough, he says — Yahoo needs people who know how to turn the company around, and it needs people who know the media business:
Although the Reporting Persons are pleased to see the Retiring Directors acceding to the Reporting Persons’ previous demands that they leave the Board, they believe the recently announced changes do not put the Issuer on the right track towards maximizing shareholder value. Installing the hand-picked choices of the current Board does nothing to allay investor fears that Yahoo is poised to repeat the errors of its past. In order to protect and instill confidence in the Issuer’s shareholders, the Reporting Persons believe it is imperative to accelerate the transition of the Retiring Directors and introduce new outside nominees from relevant financial and business backgrounds. The Reporting Persons believe that recent changes do not demonstrate convincingly that Board and shareholder interests are fully aligned, nor that this Board has the fresh perspective and necessary experience to overhaul the Company’s challenged organizational and operating structure.
While the Newly-Appointed Directors possess certain specific technology credentials, key elements of a balanced strategy remain unaddressed at the Board level, fueling further concerns. Recent press reports indicating that the Board’s current strategic direction is to emphasize the technology aspects of the Issuer’s business at the expense of advertising and media, which accounts for the vast majority of the Issuer’s revenues. The Reporting Persons believe that this approach places the Issuer’s core revenue generating capability at substantial risk, fails to recognize the tremendous growth opportunity in video, and directly results from a dearth of essential expertise in media and entertainment at the Board level.
Finally, the Reporting Persons believe that the Board lacks an expert in the type of fundamental corporate restructuring the Issuer requires, along with an independent investor representative aligned with the Issuer’s shareholder base. The reluctance of the Board to prioritize shareholder value to date – evidenced by years of deferring and delaying comprehensive strategic initiatives and missing out on myriad accretive transactions and strategic opportunities – will no longer be tolerated or endorsed by investors. Shareholders deserve earnest representation and oversight as the Issuer confronts the critical investment and capital allocation decisions it expects to face in the next few months.
Snapshot bios of Loeb’s three amigos:
- Wilson is a PE guy who put in time at Blackstone Group and Silver Point Capital.
- Zucker was once a wunderkind at NBC, where he started out running the Today Show, but was widely criticized by the time he left.
- Wolf has spent most of his career offering advice to big media companies.
I remain a big fan of the Wolf profile that Kurt Andersen wrote for the New Yorker back in 1997. And here’s a condensed version of Zucker’s interview with Kara Swisher at the D: All Things Digital conference in 1999.