Accel Partners has added longtime tech exec Rob Solomon — who was most recently president and CEO of Groupon — as a venture partner. The high-profile Silicon Valley venture firm said Solomon will focus on early stage and growth equity opportunities and focus on “operational issues like product management, scaling infrastructure, business operations, and mergers and acquisitions.”

Said Accel Partner Andrew Braccia in a statement: “[Solomon] has been at the helm of some of the most high profile consumer internet brands and has demonstrated a unique ability to inspire and lead teams through both rapid growth and challenging times.”

Indeed, Solomon has had a long Silicon Valley career, including as an top exec at Yahoo, running its e-commerce efforts. He was also CEO of SideStep, a real-time vertical search engine in the travel sector that was later sold to Kayak and is also on several boards, including HomeAway.

But Solomon is best known for his stint as the No. 2 exec at the Chicago-based Groupon, the once high-flying daily deals site. But, for a variety of reasons, including wanting to be located in California, he left the company two years ago.

Solomon emailed me last night to explain why he decided to take a job as a VC at Accel and here’s what he wrote:

“I love the tactics and strategies associated with scaling up Internet companies. Nothing is more exciting then digging deep into a space and then figuring out which companies stand the best chance to create new markets and become iconic category defining companies. I was lucky enough to work with some of the world’s best founders, technologists and executives at Yahoo and that experience taught me what is possible in a very short span of time. I’ve joined Accel because they have an incredible global platform to find, nurture, fund and grow the next generation of global iconic Internet companies and nothing could be more exciting to me for my next career adventure.”

Zynga just filed a new 8-K regulatory document outlining revised compensation arrangements with its top tier of execs that ups the salary and bonuses, as well as restricted stock units, but ties them more closely to performance and the turnaround of the struggling social gaming company.

That is, except CEO and founder Mark Pincus, whose annual salary has been reduced to $1 and who will not receive any bonus or equity in 2013 — which is not an uncommon move for tech company leaders.

Said Zynga in its filing:

“The Company’s 2013 executive compensation program is designed to focus on two primary objectives: first, retaining and motivating our talented, entrepreneurial executive leadership team; and second, aligning our executive pay structure with company performance-based incentives. We believe that by focusing on both retention and performance, the compensation packages align with our strategy to build long-term value for our stockholders.”

The Section 16 execs impacted include: COO David Ko; general counsel Reggie Davis; Steve Chiang, president of games; Barry Cottle, chief revenue officer; CTO Cadir Lee; and CFO Mark Vranesh.

Interestingly, most of their salaries — which are about double their previous compensation — are now $500,000 for all, except Vranesh and Davis, who will earn $425,000.

Possible bonuses of zero to 200 percent of their cash salary, as well as the same level of stock grants from 970,500 to 1.8 million shares each, are tied to the performance of Zynga games, expanding the network and certain adjusted EBITDA levels. The RSUs vest over four years and nothing will be paid until February of 2014, after performance targets are met.

Zynga, whose stock has largely languished since its IPO in late 2011, has also suffered from a spate of executive turnovers, which has seemed never-ending and has added to Wall Street’s concern. Most recently, CTO Debra Chrapaty resigned to take a CEO job elsewhere; and, this week, the head of Zynga’s New York office and former CEO of OMGPOP, Dan Porter, left after that $180 million acquisition failed to garner the pop it promised.

Due to the many departures, Pincus rejiggered his exec lineup in November, giving the latest team members larger roles and focusing the San Francisco-based group on major areas of opportunity, such as real-money gaming and mobile.

Here’s the whole filing:

Form 8-K

Image copyright YanLev

I often find myself surrounded by strong, intelligent businesswomen who are more than comfortable with tough negotiations. But the truth is that many women are new to the business world, and negotiating equity is often a mystery for even the most experienced of us. It boils down to the fact that many startup founders think they have more equity than they really do.

As more and more women begin to populate CEO and founder-level positions, and we get closer to income equality between genders, I feel it’s increasingly important that we not only understand our merited assets, but more importantly, we learn how to ink them into our contracts upfront.

With this in mind, here are five guidelines that I feel will help ensure the highest possible stake in your company.

1. Fight for the Title You Deserve

   You may have heard that it’s not a good idea to be hung up on a title during negotiations, but in my experience, titles are important. This is especially true in regards to how you are treated as an employee both internally and externally, and they’re important for your next career move as well.

   Your title costs the company nothing. If your role is going to include getting the company on the map, shoot for C-Level or Founding Partner. It doesn’t matter if it’s not your idea. If you have been hired to a) create demand for a new product, b) define a new product or c) turn an idea into a revenue-generating company (or all of the above), then you are absolutely a founding partner.

   If you don’t go for that top title, you are leaving room for someone else to swoop in and nab it. I can’t tell you how many times this has happened to entrepreneurs I know (men and women).

   You can point out that with a woman on board at a founding level, the company may in fact be in a better position for success. A study released last April shows that companies that have more diverse teams (gender-wise as well as cultural) in their C-Level and executive roles perform notably better financially and on equity returns.

   Once you’ve defined your value in the company and your business card reflects that, confidence to negotiate a higher financial stake in the company will come much more easily.

2. Up the Salary Ante With Raises and Bonuses Tied to Performance

   Many times when negotiating at a startup, particularly prior to Series A, you will be told they can’t pay you at market rate, but that you’ll be given equity to make up for it. That may be true at the time you start, but it shouldn’t remain true throughout your employment.

   Begin negotiating pre-A to get you where you want to be post-A. If you are willing to put skin in the game and take a risk in joining a startup, you should also benefit along the way by virtue of your performance. So one way to get to your market rate is to take a lower base salary, but request additional equity grants upon completion of specific (and clearly defined) objectives throughout your employment. This is a great way to pull in more equity at a later date and also keep you motivated to hit pre-defined milestones. There’s less risk for both of you in this case.

3. Ask for Earlier Vesting Shares and Options

   Vesting arrangements and rights can also be a little tricky to navigate within a startup.

   The industry standard vesting period is four years, with a one-year cliff. The cliff means you are waiting a full year for a percentage of equity to vest (typically 25 percent), and if you leave before one year is up you get zip. Generally after the cliff, you vest on a monthly or quarterly basis for the remaining three years.

   Four-year vesting is not an absolute. Ask for some of your shares to vest earlier, so that you have ownership earlier. I recommend asking for two years post the initial year, meaning after three years your stock is fully vested, rather than four. That ownership is empowering and motivating.

   You should also strive for the ability to “early exercise,” which essentially means you exercise your options prior to vesting. Negotiate a certain percentage of equity to vest early, or start vesting on day one in order to avoid that one-year cliff.

   In my experience, the tax treatment for this is the same as restricted stock, and you’ll only pay on your gains rather than income tax.

4. Don’t Forget About Anti-Dilution Protection

   If you are coming in as a C-level hire, you will be key to any capital raise. Your reputation and experience will be a vital component that VCs will evaluate during their decision to invest. So ask for an anti-dilution clause for, at the very least, the Series A. If you don’t, you’ll be in for an unpleasant surprise post-A. It’s possible to find yourself with only two-thirds (or less) of what you originally thought was your percentage share in the company once you have closed that first round of funding.

   Companies often throw out a share number that sounds appealing, but you really have no way of knowing its true value without some context. Ask for the percentage their number represents out of the total shares outstanding. If they won’t tell you, then it’s not a lot!

   Once your stake in the company is clearly defined, the anti-dilution clause will protect you from getting washed out in every capital raise. It’s not an easy sell, but you can push for it through the first round of funding. You will not get this indefinitely, however.

   If you are joining post-A, ensure your options are on a “fully diluted” cap table, so you know what you are really being offered.

5. Have a Plan for Your Exit Strategy

   As with most phases of the startup life cycle, “the exit,” whether it is yours personally or the exit event of the company, almost never goes as planned. Of course you want (and hope) that everything will be great at your new startup, but the reality is that the startup ecosystem is a landmine for unforeseen events and obstacles. It’s important to protect yourself upfront from events you can’t always predict, like mergers, joint ventures, new management, changes in company direction, the product not working, crazy CEOs and so on.

   You are taking a risk with your career to join a startup, so try and avoid “at will” employment. Establish a minimum term of 6-12 months guaranteed employment or 3-6 months severance.

   If you depart “due to good reason” (for example, an unfavorable change to your job title, compensation or role) before that term is over, you will still get paid your base salary. Also, try to get some percentage of unvested options to vest upon your departure.

   Protect yourself in case you are terminated “without cause,” and negotiate into your contract full or partial acceleration on options as a condition of an early/unforeseen exit.

Keep in mind that it’s likely you won’t get everything you ask for. But if you aim high, you should find yourself in a much better place in terms of equity, incentives and material wealth.

Kathy Leake is co-founder and president of the highly successful intent targeting network, LocalResponse. Kathy comes from a long background in startup entrepreneurship, particularly in the ad tech space (prior to LocalResponse she co-founded Media6Degrees), and as the only woman at the board table for 25+ years, she’s learned a thing or two about tough negotiations and standing up for the title, salary, equity and respect that she deserves.

Hearst Ventures, the investment arm of media giant Hearst Corporation, said it was making a minority equity investment in Science, the Los Angeles area tech “studio.”

Privately held Hearst is the sole investor in the new funding, although the company declined to reveal financial terms of the investment.

But sources with awareness of the deal said it was close to $30 million for a stake above 20 percent.

Somewhat akin to a startup accelerator, Science is attempting to quickly create and scale a number of promising companies in a variety of areas, and has launched 13 so far.

Among the Santa Monica, Calif., tech studio’s recent efforts: Dollar Shave Club, a subscription-based products company aimed at men; Ellie, which sells high-end activewear for women; and Wittlebee, a clothes club for kids.

Hearst Ventures is operated by Hearst’s Entertainment and Syndication unit, which is run by Scott Sassa and George Kliavkoff. Kliavkoff will join Science’s board of directors.

“It’s clear to us that, while we have these brands that resonate with consumers, we think there are some learnings we can get from these guys that are hard to get in a big company,” said Sassa. “Being able to be nimble with insight and guidance is important for us.”

Kliavkoff also noted that this was a way to get immediate ownership in a range of promising companies. “We are writing one check and will have an immediate stake in more than a dozen great startups,” he said. “[Science] has been very thoughtful in starting companies in smart areas.”

In a statement, Hearst CEO Frank Bennack said: “Hearst is continually looking for smart investments that bring value and intelligence to the company — our investment in Science does both. We’re excited to partner with Science to continue its trajectory of success, gain meaningful industry knowledge and utilize Science’s platforms for current and future Hearst investments.”

Though quieter than most, Hearst Ventures have made many successful investments over 15 years, including in Netscape and Broadcast.com. More recently, it has funded such companies as Brightcove and Pandora, as well as HootSuite and BuzzFeed.

Science was founded in late 2011 — with $10 million funding from big-name investors including Google Chairman Eric Schmidt’s Tomorrow Ventures, Rustic Canyon Partners and White Star Capital. Its CEO is well-regarded entrepreneur Mike Jones, who was most recently CEO of Myspace. Prior to Myspace, he had started and sold Userplane to AOL in 2006. In addition, well-known entrepreneur Peter Pham is chief business officer at Science.

“I am very proud of work that the Science team has accomplished since launching,” said Jones, in a quick interview tonight (short enough so that his wife would not get angry at me for ruining Valentine’s Day). “I am extremely excited about opportunities for Science companies going forward.”

More to come, but here is the very clever viral video that Dollar Shave Club did on its launch:

SurveyMonkey has raised a massive $800 million in debt and additional equity funding, which it plans to distribute in a tender offer, said sources with knowledge of the situation.

It is one of the largest private capital raises for an Internet company.

The move is being done to allow employees and early investors to cash out of the Palo Alto, Calif., online polling company, since it does not have current plans to go public.

That will presumably occur, though, with this financing valuing the under-the-radar SurveyMonkey at $1.3 billion, sources added.

About $450 million of the total will be from new investments from a number of key investors, including CEO Dave Goldberg and Tiger Global Management.

But one new investor is an interesting one — Google — and not through its Google Ventures arm. Instead, it is via a new investing vehicle that has been created at the search giant that is focusing on late-stage companies — like SurveyMonkey — which have a proven business model.

In fact, the company is profitable and has been funding its operations and expansion from current revenue.

But there was a feeling that early investors — such as Bain Capital and Spectrum Equity, as well as early employees, including its original founder — should be rewarded, since there is not an IPO in the near future.

That said, Spectrum, which bought the company in 2009 and brought the well-regarded Silicon Valley entrepreneur Goldberg in as CEO, will retain a large stake in the recapitalization.

The $350 million in debt is being led in a syndicate by J.P. Morgan Chase, said sources.

Greycroft Partners has closed a $175 million fund, its third since it began investing in consumer Internet and media companies in mid-2000.

In a press release, the New York- and Los Angeles-based venture firm said the fund was oversubscribed. But general partner Alan Patricof noted that Greycroft capped the amount and kept it small compared to other VCs, in order to maintain its focus on investing in early-stage capital-efficient start-ups.

“It’s always been our philosophy not to overfund the companies we invest in,” Patricof said in an interview. “It’s sometimes been hard in an environment where there is a lot of money available to entrepreneurs, but we are looking for start-ups that understand that it’s important to maintain the right balance of funding.”

The concept of a small fund is important to Greycroft, which has only three general partners and three venture partners, said general partner Dana Settle. The firm typically invests from $500,000 to $5 million, with more of a focus on online media, mobile and video, and also has a small seed fund.

“I think we are very hands-on helping our companies, but you don’t have to always do that in the traditional way most VCs do,” Settle said. “We want to maintain focus on giving our companies the right kind of advice, and let the entrepreneur take the lead.”

In fact, Patricof and Settle stressed, Greycroft does not often take board seats on the start-ups it invests in, and typically invests with other VCs in syndicates, which sometimes means the firm has less equity.

So far, Greycroft maintains that its system has worked. Its first fund of $75 million was raised in 2006 and has invested in 34 companies, with 11 sold and 130 percent of committed capital returned to partners; its second fund of $131 million, in 2010, put investments in 32 companies, several with valuations over $100 million.

Patricof noted that “the sale of our companies is usually our goal,” rather than an IPO event.

Exits include Vizu, acquired by Nielsen Holdings, Huffington Post (AOL), Babble (Walt Disney) and Buddy Media (Salesforce.com). More recent investments include Klout, Pulse and Maker Studios.

Most previous Greycroft investors have re-upped in the latest fund, the firm said, including J.P. Morgan, BlackRock Private Equity Partners, Fairview Capital and Invesco Private Capital. It also added new investors including Hall Capital, Hamilton Lane, Greenspring Associates and Cambridge Associates.

Yahoo said today in a regulatory filing that it had hired one of Google’s top sales execs, Henrique De Castro, as its COO.

Earlier today, I had reported that CEO Marissa Mayer had been close to nabbing the advertising exec, who has most recently been Google’s president of partners business solutions.

De Castro is getting a pile of money for taking the job, including a $600,000 yearly base salary and an annual bonus that could double that figure. In addition, the Silicon Valley Internet giant will give him $36 million in stock grants, including a one-time retention equity award of $18 million and $18 million in the form of performance-based stock options.

He is also getting $1 million in “make-whole” cash for forgoing compensation from Google and $20 million in stock to replace his shares at the search giant that will vest over four years.

That is a very big check, although Mayer garnered an even bigger one when she joined the company in July.

Yahoo’s regulatory statement on the De Castro hiring is embedded below in its entirety, so you can read about his new riches for yourself (unless Yahoo’s persnickety legal head tries to block it).

Said a Google spokesperson about the departure: “We’re grateful to Henrique for all of his contributions at Google and wish him all the best in his new role at Yahoo!”

Both Mayer and also former Yahoo CEO Scott Thompson have made previous overtures to nab De Castro, who has held a number of high-level jobs for Google across the globe, including at DoubleClick, in display ads and with major partners.

While he had previously rebuffed those efforts, this time De Castro bit.

There were signs he might this past week, after De Castro canceled a major offsite for his employees, and several attendees who know him well said he was not present at the company’s first night of its annual Zeitgeist event for advertising and publishing clients. The suave De Castro is usually a more noticeable fixture at such gatherings.

This is Mayer’s first big hire at Yahoo, having added only lower-level or less well-known execs to her stable of talent since she was appointed.

She touted the hire in a tweet, although the news was long out the door, while also noting on Twitter it was her first full day at the office since having her first baby two weeks ago.

My first full day back in the office, and I’m excited to kick it off by announcing my new COO, Henrique de Castro: businesswire.com/news/home/2012…

— marissamayer (@marissamayer) October 15, 2012

The hiring does create a potential issue in the sales arena, especially with current head of revenue Michael Barrett. De Castro and Barrett worked together at Google and multiple sources said the pair did not get along there.

It might not matter. While Barrett has publicly said he planned to stay at Yahoo under Mayer — he was hired by interim CEO Ross Levinson this summer before she arrived — many sources said he does not want to be at the company for the long term.

De Castro has a lot of work to do for the big payout he is getting and it will be a big challenge for him to turn around the troubled organization.

Along with declining growth, search market share, engagement and more, Yahoo also has had a management turnover issue of epic proportions.

De Castro will presumably be in charge of making it all better at Yahoo when he arrives sometime before the beginning of the year and is likely to focus on operations while Mayer zeroes in on products.

One area of trouble: While she has lavished attention on cultural issues and on the company’s tech troops, sources said most of the advertising and media leadership at Yahoo have had little interaction with Mayer since she arrived this summer.

Advertising, of course, is Yahoo’s biggest money maker.

The Portugal-born De Castro has a lot of experience here and is decidedly more of a charmer than Mayer.

More importantly, he is a very high-profile hire, as well as a colorful one. He speaks a menu of languages, dresses with a lot of style and is a worldwide traveler. I know him a little bit and find him to be smooth and confident, even if a little cagey.

Before Google, De Castro worked at Dell and also McKinsey.

All this makes him a perfect choice for Mayer, who is also a former Googler, since she has been considering purchasing a range of companies in the advertising tech space. The most likely candidate of late is PubMatic, which has been in early talks with Yahoo about being acquired.

The Silicon Valley start-up would be a solid add to Yahoo’s ad platform offerings, especially if it wants to stay competitive with Google. PubMatic helps publishers effectively manage their display ad inventory, and competes with Google’s AdMeld.

(Ironically, Barrett ran that start-up, which he sold to Google for $400 million about a year ago.)

Here is the De Castro hiring document from Yahoo:

YHOO-20121015-8K-20121015

And here is the official press release from Yahoo:

Henrique de Castro Named Chief Operating Officer of Yahoo!

October 15, 2012

SUNNYVALE, Calif. – Yahoo! Inc. (NASDAQ: YHOO) announced today that Henrique de Castro has been hired as chief operating officer (COO). Reporting directly to Yahoo! CEO Marissa Mayer, de Castro will be responsible for strategic and operational management of Yahoo!’s sales, operations, media and business development worldwide.

“Henrique is an incredibly accomplished and rigorous business leader, and I’m personally excited to have him join Yahoo!’s strong leadership team,” said Marissa Mayer, CEO of Yahoo!. “His operational experience in Internet advertising and his proven success in structuring and scaling global organizations make him the perfect fit for Yahoo! as we propel the business to its next phase of growth.”

“The combination of Yahoo!’s unique properties with high quality content, its renewed focus on outstanding user experience and its massive reach bring tremendous value to users, advertisers and partners,” said de Castro. “This is a pivotal point in Yahoo!’s history, and I believe strongly in the opportunity ahead. I can’t wait to join Marissa and the team and get started.”

De Castro brings more than 20 years experience leading operations, strategy, partner management and revenue generation for some of the world’s leading brands. Most recently, he was vice president of Google’s worldwide Partner Business Solutions group, where he was responsible for advertising platforms and services for Google’s publisher and commerce partners. Prior to that, he led Google’s media, mobile and platforms organization, where he helped to grow the business significantly. Prior to Google, de Castro spent two years at Dell Corporation, where he managed sales and business development operations across Western Europe. He has consulted for McKinsey & Company, where he advised numerous clients across many different industries. His career also includes senior positions in private equity and advertising businesses.

De Castro will join the company on or before January 22, 2013, or as soon as he has satisfied his obligations to his current employer.

Here’s a press release I just got sent by OnLive, about its sale to its mysterious new investor.

Which is actually an old one — Lauder Partners, which invested in the innovative cloud-gaming service in 2009. Under the new arrangement, the start-up will still be called OnLive, operate in the same manner, but with only about half its old staff hired back to work for the Lauder “affiliate.”

Whatever that is!

In other words: OnLive is dead! Long live OnLive!

Such confusion is par for the course in this most bizarre of Silicon Valley restructurings.

On Friday, the Palo Alto, Calif., company abruptly laid off its staff and went dark about what was going on, making a series of ever more opaque statements.

Along with the new press release, designed to clear up the mess, OnLive included an FAQ about the transaction. But it still leaves many questions unanswered.

Such as the price paid by Lauder for the assets, as well as whether founder and CEO Steve Perlman was still running the joint.

Here’s one thing that was made clear: The employee’s equity in OnLive the First, as well as that of investors, has gone poof in the new configuration of OnLive the Second.

That would be at least $56 million from investors, as well as tens of millions more in funding from earlier.

Said the company: “OnLive, Inc.’s board of directors, faced with difficult financial decisions for OnLive, Inc., determined that the best course of action was a restructuring under an ‘Assignment for the Benefit of Creditors.’ The assignee of the company’s assets then sold all of OnLive, Inc.’s assets (including its technology, intellectual property, etc.) to the new company.”

Incredibly, in its statement, OnLive had the audacity to say that it was a “heartbreaking transition for everyone involved with OnLive.”

For the other half of the staff — inexplicably called “non-hired” in the press release — laid off in such a manner, it certainly was.

Apparently, they might be able to consult “in return for options in the new company,” and could perhaps even be hired later.

Gee, thanks!

Oh, go read it for yourself:

OnLive Assets Acquired by New Company

All OnLive Services, Devices, Apps and Partnerships Continue Uninterrupted
Lauder Partners Backs New Company as First Investor

Palo Alto, Calif. August 19, 2012 – OnLive, the pioneer of instant-action cloud computing, announced today that on August 17th all of its assets were acquired by a newly formed company that will continue to operate under the OnLive name. The OnLive® Game and Desktop Services, all OnLive Devices and Apps, as well as all OnLive partnerships, are expected to continue without interruption and all customer purchases will remain intact; users are not expected to notice any change whatsoever. OnLive’s current initiatives will
continue as well, with major announcements of new products and services planned in the coming weeks and months. An affiliate of
Lauder Partners was the first investor in the newly-structured company, holding the view that OnLive is the future of computing and
entertainment, and a passion to see OnLive’s breakthrough technology continue to grow and evolve. The new company structure enables OnLive to do so.

OnLive, Inc.’s board of directors, faced with difficult financial decisions for OnLive, Inc., determined that the best course of action
was a restructuring under an “Assignment for the Benefit of Creditors.” The assignee of the company’s assets then sold all of OnLive, Inc.’s assets (including its technology, intellectual
property, etc.) to the new company.

Unfortunately, neither OnLive, Inc. shares nor OnLive staff could transfer under this type of transaction, but almost half of OnLive’s staff were given employment offers by the new company at their current salaries immediately upon the transfer, and the non-hired staff will be given offers to do consulting in return for options in the new company. Upon closing additional funding, the company plans to hire more staff, both former OnLive employees as well as new employees.

The OnLive Service has been in operation 24/7 without interruption since its launch over two years ago, and is expected to continue to
operate smoothly under the new company. All games, products and services remain available, and the company has new product and partnership announcements on the way.

OnLive’s breakthrough instant-action cloud computing technology has been in development for over a decade and, despite immense skepticism, OnLive successfully deployed this highly disruptive technology as a polished consumer offering with commercial-grade reliability across a vast range of devices, including TVs, tablets, phones, PCs and Macs,
connected over almost any Internet connection, including wireless and cellular. Only a few major corporations have ever developed and deployed products and services across such a broad spectrum. OnLive is rare among startups in both the depth and scope of its offerings.

The asset acquisition, although a heartbreaking transition for everyone involved with OnLive, allows the company’s core innovation and ongoing offerings — the product of over a decade of hard work transforming the OnLive vision into reality — to survive and continue to
evolve.

Given the widespread speculation about OnLive and the new company, a FAQ is below that addresses a number of questions both for the public and former employees.

FAQs

Q. Will users see any change in the OnLive Game or Desktop Services? What about their purchases?

A. Users should see no change in the OnLive Game or Desktop Services. All of their purchases remain intact and available. OnLive has been up 24/7 since launch over two years ago and expects to remain so. OnLive has over 2.5 million subscribers, with an active base of over 1.5 million subscribers, connecting from a vast range of devices and networks, with many sessions running for hours. The user base is
growing rapidly with OnLive’s addition into recently announced devices and TVs from major manufacturers. We expect this growth to continue under the new company.

Q. Is there any cash or stock in the new company provided for any OnLive, Inc. shares?

A. Unfortunately not. The nature of the transaction is such that only assets, not shares, were purchased. This is true for all shares of
OnLive, Inc., whether held by investors, employees or executives.

Q. Did Steve Perlman receive stock or compensation in this transaction?

A. Like all shareholders, neither Steve nor any of his companies received any stock in the new company or compensation in this transaction at all. Steve is receiving no compensation whatsoever and most execs are receiving reduced compensation to allow the company to
hire as many employees as possible within the current budget.

Q. Did all OnLive, Inc. assets transfer into the new company? Are any assets held by any other party?

A. All of OnLive, Inc.’s assets (e.g. technology, patents, trademarks, etc.) were transferred to an assignee, which then sold the assets to
the new company. There was no transfer to any other party.

Q. Have OnLive, Inc. employees been offered positions in the new company?

A. Almost half of OnLive’s staff were offered employment at their current salaries in the new company immediately upon the transfer, and
the non-hired staff will be given offers to do consulting in return for options in the new company. Upon closing additional funding, the
company plans to hire more staff, both former OnLive employees as well as new employees.

That changed a little bit last year when he disclosed in a television interview and in SEC filings that he had taken stakes in two technology bellwethers: IBM and Intel. Today, SEC filings show that he’s increased his already sizable stake in IBM but has sold off his Intel shares.

Explaining that Big Blue “treats its stock with reverence,” Buffett last November spent $10.7 billion to buy 64 million IBM shares — amounting to about 5.5 percent of the shares outstanding — making him the company’s biggest shareholder, slightly ahead of State Street Investments. His holdings are now north of 66.6 million shares and worth more than $13 billion.

His holdings in Intel were much more modest: The same day he announced the IBM investment, Buffett disclosed a stake in Intel amounting to 9.3 million shares, which at the time was worth about $200 million. By the end of March, that investment had declined to about 7.8 million shares. Now the latest SEC filings show Berkshire Hathaway liquidated its Intel shares as of the end of June.

Yahoo revealed in a regulatory filing that it could be paying its new CEO Marissa Mayer a total of close to $60 million to turn the company around.

The mega-sum includes salary, equity grants, stock options, a make-whole payment for the Google shares she left behind and, perhaps most remarkably, a $30 million one-time retention award.

The amount, which is a whole lot more than what the last two Yahoo CEOs — Carol Bartz and Scott Thompson — were paid is, um, rather large.

One Yahoo board member had characterized the pay package to me as “big, big bucks,” as I reported earlier today.

I would say so!

(Side note: Mayer is already extraordinarily wealthy from her stint at Google, where she was its 20th employee.)

Here’s the breakdown of the largely performance-based compensation:

The salary amount is typical at $1 million, with an annual bonus of up to 200 percent of the base salary, which is $2 million. But, according to Yahoo’s employment letter, she could also get up to a 400 percent bonus, dependent on exceeding targets, which is $4 million.

Mayer also gets an equity award for 2012 of $12 million in stock ($6 million) and options ($6 million) that vests over three years. (She could get another similar grant annually, but I did not include that in the overall number, which is $12 million annually or more if she exceeds targets.)

The really big number is a huge up-front, one-time retention award, vesting over five years, of $15 million in stock and $15 million in options.

Finally, there is a make-whole payment of $14 million for the stock she left behind at Google.

Overall, that means about $5.4 million for the rest of this year and could add up to $20 million each year to come.

The pay package was hotly debated by the board as to whether the high-profile exec was worth the huge amount.

While Mayer is considered a talented techie, a very strong decision maker and adept at product innovation, some of the board’s directors raised concerns about her and paying so much to retain her.

One issue: She had been notably passed over by Google CEO Larry Page for one of the major unit jobs in his reorganization of the company, while others in her peer group had been promoted.

That said, since such company ups and downs happen all the time, others argued that Mayer was just the kind of disruptive agent of change that Yahoo needs, especially because she could inspire its engineers and also attract much needed talent.

The enormous compensation was pushed through, said several sources, by Dan Loeb, the one-time activist shareholder who now appears to be the puppet master of the Yahoo board. He owns about six percent of the Silicon Valley Internet giant.

(Another side note: Multiple sources tell me that Loeb has been making calls to all kinds of Internet figures this week, looking for high-fives for his landing of Mayer, a hiring that was largely engineered by him.)

Her appointment has surely garnered a lot of attention for Yahoo, with massive media coverage of the dynamic young exec. Some of the coverage has focused on her being a woman and also on the fact that she is currently pregnant.

But much of it is focused on how Yahoo — a deeply troubled company that has been trying to revive itself for many years now without success and with a lot of management mishegas — has been able to attract such a high-profile and impressive-resumed leader to goose both its products and its stock.

Let’s hope Mayer can do just that, because Yahoo is surely paying up big-time for the privilege.

Please take a gander here at the filing, directly from the Department of the Internet Rich Get Richer:

YHOO-20120719-8K-20120715

Please see this disclosure related to me and Google.

But bankruptcy is not likely one of them.

At the end of trading today, Groupon was down 6.5 percent, or 54 cents, to finish at an all-time low close of $7.77 a share. The Chicago company is now valued at roughly $5 billion, or about a third of what it was worth on its first day as a public company.

However, a complete financial meltdown is far from feasible at this point. At the end of the first quarter, the daily deals giant reported that it had $1.2 billion in cash and was cash-flow positive.

Additionally, the biggest liability it has on its books is “merchant payables,” which is running at less than $600 million, or about half the company’s cash balance. Groupon currently owes that money to retailers that are in the process of running deals with the company.

A bankruptcy would also imply that the company was not able to raise more capital. While it wouldn’t want to at these depressed prices, and it would likely be difficult, Groupon has plenty of equity left to sell.

But none of these factors kept people from speculating that a meltdown was on the horizon.

In a post today on TheStreet.com, which included a rant about a car-washing deal from Groupon, the author concluded in his final paragraph that “it would be a huge surprise if there is not a bankruptcy filing by this time next year from Groupon.” The bankruptcy rumor, which is not even a new one, gained a bit more credence after being mentioned live on CNBC.

However, if you take a closer look, there are more near-term concerns that are likely at the root of the stock collapse.

In a note issued late Tuesday, Citi analyst Mark Mahaney reiterated his “buy” rating on Groupon’s stock, but lowered his price target from $22 to $19 a share. So far, Mahaney said, the company’s growth has been extremely impressive, but there are at least three ongoing debates that must be settled to determine whether it can continue to be a success. He wrote:

1.  Could GRPN’s growth be sustained? 33% Q/Q North America revenue growth in Q1 — due in part to personalization & new products & Mobile — suggests Yes.
2. Could GRPN’s model really scale to the company’s 30% l-t Operating Margin goal? Two consecutive quarters of 50%+ incremental margins, with a similar outlook for Q2, strongly suggest Yes.
3. Could GRPN address its accounting issues? Beefing up its finance staff and Board (CFO of Amex and Vice Chair of Deloitte) suggests Yes.

As the stock continued to slide, a Reuters report suggested the collapse had to do with economic weakness in Europe, where Groupon gets about a quarter of its revenue. Sameet Sinha, an analyst at B. Riley & Co., told the wire service, “Europe is a concern, obviously.” But Mahaney was less concerned about Europe, saying that there’s not much evidence it will cause a material risk to estimates. Rather, he tweaked his price target because of lower 2013 estimates.

Additionally, the stock has not yet stabilized since last week when Eric Lefkofsky, Groupon’s executive chairman and co-founder, said he had stepped back from day-to-day work with the company so he could devote more attention to his venture capital firm, comfortable with that step given the recent additions to Groupon’s executive team.

Groupon is expected to report second-quarter results in late July or early August.

Yahoo’s embattled CEO Scott Thompson (pictured here) is set to step down from his job at the Silicon Valley Internet giant, in what will be dramatic end to a controversy over a fake computer science degree that he had on his bio, according to multiple sources close to the situation.

The pair will apparently say he is departing for “personal reasons.” Sources said that Thompson will be claiming to be leaving due to a serious illness that he recently discovered he had.

But the evolving crisis — which is just over a week old — centered on his botched resume and how he handled the thorny issue is the key reason for the abrupt end to his tenure as a CEO.

Thompson’s likely replacement on an interim basis will be Yahoo’s global media head Ross Levinsohn, who most recently also ran its Americas unit, including its advertising sales.

In addition to the management upheaval, Yahoo’s board is closing in on a settlement with the man who discovered Thompson’s misstep, activist shareholder Daniel Loeb of Third Point, said sources.

The situation could change, since Yahoo’s full board still has to meet this morning to officially approve the sweeping changes at the long-troubled company.

But, if it is, this development goes a long way toward fixing some of what has been ailing Yahoo recently.

And it’ll also be a stunning victory for Loeb (pictured here), since the pugnacious hedge fund investor is set to get three board seats from a slate proposed by him as part of a proxy fight aimed at Yahoo. The new Yahoo directors will be media exec Michael Wolf and turnaround specialist Harry Wilson. Loeb’s fourth selection — former NBC head Jeff Zucker — will withdraw.

The five current Yahoo directors — who were to step down at the company’s annual meeting this summer — will leave the board effective immediately, sources said, to make way for the Third Point selections.

Finally, Yahoo’s recently added director Fred Amoroso will be named chairman of the board.

Amoroso is the director who has been conducting the investigation into the issues raised by Loeb about how the fake academic credentials got in Thompson’s public bios, as well as in Yahoo’s regulatory filings, and also the hurried circumstances around his hiring in January.

Those mysteries — read, screw-ups — might never be solved now, although Thompson made a convoluted attempt to explain it all in two awkward employee meetings at the end of last week. In those gatherings, according to numerous sources, he blamed a headhunting firm for introducing the mistake when he was being hired for a job at eBay in the mid-2000 timeframe.

That company, Heidrick and Struggles, slapped back last week with an internal memo, noting that Thompson’s claim was “verifiably not true.” Sources said that Heidrick told Yahoo’s board that it was in possession of a resume that Thompson had apparently submitted showing the inaccurate CS degree on it.

That memo, impugning Thompson’s credibility, was one of many that piled on to create an impossible situation for the Yahoo board, related to his leadership ability going forward.

Thompson had also previously issued a Yahoo statement, in which he apologized for the “distraction” caused by the problematic resume, but not for the mistake itself.

And, initially, Yahoo — under his direction — had called the borked resume an “inadvertent error.”

Such fumbling to fix the situation was among the many other issues that the board has been considering relating the ability of Thompson to remain in his job. Also of importance was the sinking morale of Yahoo employees, who had largely rejected Thompson’s excuses in the ResuMess scandal.

Internal message boards at Yahoo lit up all last week, with staffers largely rejecting his explanations. In addition, a number of top execs and engineers approached the board calling for Thompson’s firing.

While that’s not precisely what happened here, it’s close enough to describe Thompson’s departure as inevitable.

All this change comes in the wake of a massive restructuring he was in the midst of at Yahoo, after 2,000 employee layoffs.

Thompson was pushing forward a vision of adding a much more significant data and commerce element to Yahoo’s largely ad-based business.

That is likely to be less stressed under media-focused Levinsohn, who will be essentially trying out to be the permanent CEO.

Well known in the media and advertising communities, he has worked at a number of big online efforts over many years.

According to his bio at Yahoo, where he arrived in 2010:

He previously served as the President of News Corporation’s Fox Interactive Media, where he was responsible for the day-to-day operations, strategy and acquisitions that helped transformed the company into a leader in digital media. He also held senior management positions with AltaVista, an early pioneer and leader in search, CBS Sportsline where he oversaw all content and development for the top rated sports site, and HBO where he launched and oversaw a unit developing new programming and revenue streams. Levinsohn also was the co-founder and managing director of Fuse Capital, an investment and strategic equity management firm focused on investing in and building digital media and communications companies.

Levinsohn sits on the board of Freedom Communications and the Bogart Pediatric Cancer Research Program. He holds a Bachelor of Arts in Communications from The American University.

So far in my checking, Levinsohn’s resume is accurate.

More to come, obviously.

I have emails and texts and calls into everyone for comment, but apparently they are all out at a Mother’s Day brunch (except me).

RELATED POSTS:

• Yahoo’s Parting With Thompson Will Be for “Cause” (a.k.a. CSLie)
• Ross Levinsohn’s Yahoo Plan: Back to the Future
• Here’s New Yahoo CEO’s First Note to Troops! (The Leaking-Internal-Memos-to-ATD Policy Remains in Effect As Usual)
• Yahoo Officially Confirms ATD Report on CEO Changes and Proxy Settlement
• Meet the Man I Call “The Hair”: The Video Stylings of Yahoo’s Newest CEO Ross Levinsohn
• Will Thompson’s Ouster Mean a Yahoo-Facebook Patent Settlement Too?
• Exclusive: Yahoo’s Thompson Out; Levinsohn In; Board Settlement With Loeb Nears Completion
• Heidrick & Struggles Slaps Back at Thompson’s Yahoo in Blame Game Over ResuMess
• Is He In or Is He Out? Crunchtime for Scott Thompson at Yahoo.
• Not So Scott Free? Yahoo’s Other Big Shareholder — Cap Re — Leaning Toward Supporting Loeb Over Thompson ResuMess.
• Tech Nation’s Gunn Says She and Yahoo CEO Discussed Their CS Degrees Before 2009 Show (Video and Audio)
• Loeb Calls Again for Thompson Firing From Yahoo, as Former eBay Boss Supports Him
• Place Your Bets: Will Loeb Drop Another Bomb on Yahoo at Vegas Confab Later Today?
• Exclusive: Yahoo Director in Charge of Botched CEO Vetting to Step Down From Board
• CEO Says Sorry to Yahoos for Borked Bio “Distraction” — But Will Mea Culpa Work Without an Apology for Error? (Memo)
• Buffett Comments on Trust Issue in Yahoo CEO BioGate: “You’ve Got a Problem”
• Loeb Lobs Lawsuit, as Expected, at Yahoo’s Borked Bio Mess
• As Yahoo CEO Reaches Out to Top Staff, Board Meets to Weigh “Options” (I.E., Deciding Who Gets to Take the Borked Bio Blame)
• Yahoo Should Expect Incoming Lawsuit Lobbed by Loeb Tomorrow on CEO Hiring
• They Shoot Yahoo CEOs, Don’t They? But Not Without a Really Smoking Gun and a Much Stronger Board.
• Yahoo’s Thompson Asks Employees to “Stay Focused” — Except Not on Him
• In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an “Engineer” (Audio)
• Yahoo’s Board Will “Review” Resume Discrepancy of CEO
• How Did a Phantom CS Degree Get on CEO’s Bio in SEC Filings? Yahoo’s Not Saying.
• Yahoo’s Response on CEO’s Computer Science ResumeGate: “Inadvertent Error”
• Dan Loeb Alleges “Discrepancies” on Yahoo CEO Scott Thompson’s Resume Related to Computer Science Degree

Word of the layoffs was first reported by CNET.

A SecondMarket spokesperson said, “In a post-Facebook market world, we have decided to eliminate some positions that are no longer core to our company’s long-term mission. We reduced our headcount by approximately 10 percent today, but will continue to hire in select areas. We have no additional planned layoffs and look forward to ramping up our headcount in the future.”

Facebook is expected to go public in May.

A source familiar with SecondMarket said its final auction for private shares of Facebook will end on Tuesday.

On the bright side, SecondMarket likely stands to benefit from the higher private company shareholder limits set forth in the JOBS Act, which Congress approved this week and President Barack Obama is expected to sign into law next week. The new limit would be 2,000 shareholders before a company falls under SEC reporting obligations, up from the infamous limit of 500 today.

Please see the disclosure about Facebook in my ethics statement.

I got ahold of parts of the fourth-quarter 2011 investor letter that the New York-based Third Point hedge fund — which is prepping a proxy fight with Yahoo — is sending out tomorrow.

(The Wall Street Journal did a short post after it had reviewed excerpts of the letter, but had no text, so here is the real thing about Yahoo in its entirety, folks!)

The letter includes a long section about how Third Point’s main man Dan Loeb feels about Yahoo, and especially in the value of its investment in China’s Alibaba Group. The stakes that the Silicon Valley Internet giant hold in Asia — including in Yahoo Japan — make up for a great deal of its valuation now, as many know and as the activist shareholder points out in detail.

Here’s the Yahoo-Alibaba part, titled “The Case for Alibaba,” in what is a very sharp analysis — except for the part about dinging the press (not nice, Danno!):

Long Equity: Yahoo! — The Case for Alibaba

As investors are aware, we established a sizeable position in Yahoo following a difficult operational and strategic stretch during the waning days of CEO Carol Bartz’s tenure that culminated in a significant sell-off in the shares in August. Initially, we were attracted to the company simply by its significant discount to intrinsic value. In September, we announced publicly that we had accumulated 5.2% of the shares of the company and laid out our case for why valuation was depressed. While the travails of “core Yahoo” grab all the headlines, core Yahoo forms only a modest portion of the Company’s actual value (a mere $2.00 per share, trading at ~14.49 as of 03/12/12). The after-tax value of Yahoo’s Asian assets — Alibaba and Yahoo! Japan — currently constitutes $11 per share of its value (73%), with an additional $2 per share of net cash.

Central to our investment thesis is the hidden jewel in the Asian asset portfolio, and indeed in Yahoo itself: Yahoo’s 40% stake in Alibaba Group, the dominant e-commerce platform in China. According to iResearch, Alibaba currently has 49% of the B2B e-commerce market (four times greater than its nearest competitor), 90% of the C2C e-commerce market (analogous to Ebay), and 53% of the B2C e-commerce market (analogous to Amazon) in 2011. It has complemented these core commerce positions with the leading online payment platform, Alipay, with 49% market share, and also holds the #2 share of the Chinese online ad market (17%, behind Baidu at 28%). Particularly exciting is Alibaba’s share of China’s rapidly growing B2C market represented by Taobao Mall, or Tmall (recently renamed Tian Mao).

According to iResearch, China had 187 million online shoppers in 2011, compared to 170 million in the U.S. As Boston Consulting Group noted in its November 2011 report, “The World’s Next E-Commerce Superpower,” e-commerce transaction value in China is likely to overtake the U.S. by 2015, helped by conditions that mirror the U.S. and in some ways favor e-commerce in China. A combination of broad product assortments and lower prices mirror the U.S., while e-commerce in China benefits from the fixed price certainty missing in China’s traditional retail culture (where haggling is common), from relatively lower shipping costs than in the U.S., and from the limited geographic reach of brick-and-mortar chains.

The Boston Consulting Group report highlights “The Taobao Phenomenon” and notes more products were purchased on Taobao in 2010 than at China’s top-five brick and mortar retailers combined.

The scale and velocity of China’s e-commerce opportunity, when combined with Alibaba’s dominant position, make for a very compelling story. As it moves toward an IPO, Alibaba should quickly take its place amongst China’s online leaders — Tencent ($47 billion market cap), and Baidu ($48 billion market cap). A November 2011 report on Softbank by UBS’s Makio Inui, the product of extensive research into Alibaba Group and a detailed valuation, placed a $63 billion value on Alibaba Group, which would imply just over $13 per Yahoo share after tax. It appears that while 2012 will be the year of Facebook, 2013 could very well be the year of Alibaba as it moves toward a listing.

At the reported $35 billion valuation ascribed to the October 2011 purchase of employee shares by Silver Lake, Temasek and Yunfeng (an affiliate of CEO Jack Ma), Yahoo’s stake was worth ~$7.60 per share after tax. That implies Yahoo’s stake has grown at a compounded rate of 55% per annum since its investment in October 2005, and it is significant that the majority of Yahoo’s value is now driven by its Alibaba stake.

Clearly, as evidenced above, we see tremendous upside in just the Alibaba piece of the Yahoo puzzle.
While the media has covered the drama surrounding the negotiations with Mr. Ma in some detail, Wall Street has continued to neglect the underlying Alibaba valuation story and the press makes too little of it. Certainly there is some compelling reason why Mr. Ma is so interested in repurchasing Yahoo’s stake! We share his excitement and enthusiasm for the Alibaba opportunity, and we respect and appreciate the dominant and dynamic franchise he has built amongst the world’s largest base of Internet users.

Over the last six months we have witnessed the Board of Directors’ “strategic review” that has to date resulted in the hiring of a new CEO, Scott Thompson, the resignation of Jerry Yang, and the pending exit of Board Chairman Roy Bostock and three other Directors. In mid-February we announced that we intend to run our own slate of Directors for the Yahoo board during this proxy season. We stated our intention to nominate well-known leaders in the media space Jeff Zucker and Michael Wolf, restructuring guru Harry Wilson, and Dan himself to the Board. We are glad Yahoo has played a critical role in Alibaba’s early development and hope new leadership at Yahoo can chart a new course for the company’s relationship with Mr. Ma and Alibaba.

Earlier today, I had reported that Yahoo Chairman Roy Bostock was stepping down.

He is, and the full letter he just released saying so is below.

Bostock did not say in the missive who will be Yahoo chairman in his place. Intuit CEO Brad Smith has a full-time job, and the newly installed Weather Channel CEO David Kenny does, too. Among the current directors, that would leave Sue James, Patti Hart and newly installed Yahoo CEO Scott Thompson — or one of Yahoo’s new board members.

In the letter, Bostock outlined the departures of four board members and the addition of five more directors (two of which were just named); did a little back-patting of his recent efforts to turn Yahoo around (after presiding over the board that got the Silicon Valley Internet giant into this mess); noted that the Asian talks to sell Yahoo’s stakes there are proceeding (it’s coming!); gave Thompson a thumbs-up (go, Scott!); and delivered kudos to Jerry Yang, the co-founder who left only weeks ago.

“Working with Jerry was always a delight,” wrote Bostock.

(Me, not so much, I would guess! Bygones?)

All kidding aside, Bostock has been the subject of a lot of criticism about Yahoo’s troubles, both deserved and undeserved, most especially for the non-sale to Microsoft several years ago. Many, including activist shareholder Daniel Loeb most recently, have called for his resignation.

It has not been an easy job, to be sure, so it must be a bit of a relief for the longtime advertising exec, who serves on other prominent boards, to finally pull away from the Yahoo black hole.

So, who’s next?

One interesting line in the letter, which everyone already knew, was that none of the various bids from outside investors have passed muster.

Wrote Bostock: “We have engaged with potential investors and reviewed proposals concerning an equity investment in the Company, although at this time there have not been any proposals which have been deemed by the Committee to be attractive to our shareholders.”

Here’s the Bostock letter:

Yahoo! Releases Chairman’s Update for Shareholders

SUNNYVALE, Calif., February 7, 2012 – Yahoo! Inc (NASDAQ: YHOO), the premier digital media company, today released the following shareholder update from its Chairman Roy Bostock.
February 7, 2012

Dear Fellow Shareholders:

I write today to update you on the actions the Yahoo! board has taken, and the actions it is pursuing, to increase shareholder value and position the Company for growth. These actions result from a process I initiated about six months ago in a special meeting of the independent directors in which we analyzed the reasons why Yahoo! was not meeting either our own expectations or those of our shareholders.

The board decided then to move aggressively on three fronts to position Yahoo! for future success: one, we initiated a search for a new Chief Executive Officer with a vision and set of skills to lead Yahoo! into the future; two, we undertook a comprehensive strategic and structural review of the business; and three, we decided to assess the composition of the Company’s board of directors relative to its ability to enhance the prospects for Yahoo!’s future success. We have made progress on all three fronts.

First, and most importantly, we have appointed Scott Thompson as CEO to lead our company. Scott is a capable and dynamic leader who brings the experience and expertise the Company needs to achieve robust growth and success in the marketplace. Over the coming months and years, Scott will lead an outstanding team of Yahoos to deliver engaging user experiences driven by innovative products.

Second, we have made significant progress on the comprehensive strategic review which is overseen by the board’s Transactions and Strategic Planning Committee, chaired by director Brad Smith, the CEO of Intuit. The Committee’s guiding principle has been to assess alternatives which would increase value for all Yahoo! shareholders, and the Committee has been open to any transaction or initiative that would serve this objective.

As part of this review, we have pursued a wide range of discussions with potential partners. We have engaged with potential investors and reviewed proposals concerning an equity investment in the Company, although at this time there have not been any proposals which have been deemed by the Committee to be attractive to our shareholders. We are also in active discussions with our partners in Asia regarding the possibility of restructuring our holdings in Alibaba Group and Yahoo! Japan. The complexity and unique nature of these transactions is significant. While we continue to devote significant resources to these discussions, we are not in a position at this time to provide further detail or to provide assurance that any transaction will be achieved.

Finally, the board has concluded that in order to accelerate the Company’s transformation, the combination of a new Chief Executive Officer with an enhanced team of independent directors would provide Yahoo! with the expertise and perspectives necessary to drive innovation and growth going forward. Therefore, Mr. Joshi, Mr. Kern, Mr. Wilson and I have volunteered not to stand for re-election at the next shareholders’ meeting.

Furthermore, the board today elected two highly qualified independent directors, Alfred Amoroso and Maynard Webb, Jr. Mr. Amoroso served as President and CEO of Rovi Corporation until December 2011 and, among other positions, had previously served as the President, CEO and Vice Chairman of META Group, Inc., the President and CEO of CrossWorlds Software, Inc. and as a member of the world-wide management committee of IBM Corporation. Mr. Webb, the Chairman of LiveOps, Inc., served as that company’s CEO until July 2011. Prior to that, Mr. Webb was Chief Operating Officer of eBay and Senior Vice President and Chief Information Officer for Gateway, Inc., in addition to management, leadership and board positions at several other companies spanning his 30-year career.

The board continues its search for additional independent directors. This search is being led by director Patti Hart, CEO of International Game Technology, Inc., who chairs our Nominating and Corporate Governance Committee. We anticipate announcing additional directors to round out the board as soon as this process concludes.

Separately, as previously announced, Jerry Yang has resigned from the board of directors and other positions within the Company to pursue his many interests outside of Yahoo!. Working with Jerry was always a delight. He is a visionary and a pioneer who contributed enormously to Yahoo! since he co-founded the Company in 1995. He will be missed. The board thanks him deeply for his service and commitment to the Company.

Thus, following this year’s Annual Meeting a majority of Yahoo!’s directors will be new to the board this year, and all directors will have joined the board since 2010. We believe that this reconfigured board, with a fresh set of perspectives and diverse set of skills, will enable the Company to move forward even more aggressively.

It has always been a privilege for me to serve as Chairman of Yahoo!. The employees of Yahoo! remain the heart, soul, and future of the company. And with Scott Thompson leading them, they are the reason why I believe Yahoo! will create significant shareholder value over the coming years.

In September, this board moved proactively and decisively to improve the performance of the Company for the benefit of its shareholders. These actions could not have been accomplished without the support and active participation of each director on the board. For that, I thank them. And I thank them for the knowledge, expertise, talents and commitment they have brought to Yahoo!. We all take pride in the fact that we are positioning Yahoo! for success in the future. Yahoo! is an incredibly strong brand with formidable assets. I have every expectation that under Scott’s leadership, working together with the reconstituted board, the Company will thrive for many years to come.

Sincerely,
Roy Bostock
Chairman of the Board

The first quarter is the most common period for new stock and options to be awarded and therefore for older equity grants to become vested, according to compensation-research firm Equilar Inc. And so some Bay Area executives will soon be able to cash in millions of dollars of restricted stock units and stock options granted over the past few years.

Read the rest of this post on the original site »

About eight million LinkedIn shares came to market Thursday, with 1.3 million coming from the company and 6.7 million from insiders and early holders. The secondary offering, which followed the company’s successful debut in May, roughly doubled the company’s float, or the number of its shares available for trading.

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Critics say the idea is dangerous for investors, and even dicey for the entrepreneurs. Yet, it is gaining traction with small-business owners from the Bay Area to New York, who say they eagerly await an opportunity to sell stakes in their businesses through social networking — a process known as crowd funding.

The House Financial Services committee last week backed legislation that would make it possible for small businesses to use crowd funding to raise money from investors in exchange for equity stakes.

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Yahoo, SoftBank and the Alibaba Group have reached an agreement in their contentious dispute around the Alipay payments unit.

The trio have been in extended talks since Alibaba’s CEO Jack Ma spun Alipay out from Alibaba without the approval of Yahoo and Japan’s SoftBank, which own large stakes in Alibaba.

At the time, he said he did so in order to get critical regulatory approvals from the Chinese government. The move prompted an ugly fight between Alibaba and its partners.

In a statement, the trio said:

“The agreement is consistent with the two agreed-upon principles established at the outset of the negotiations: structure the inter-company relationship between Alipay and Taobao in order to preserve the value within Taobao and, by extension, within Alibaba Group; and provide that Alibaba Group is appropriately compensated for the value of Alipay.”

Under terms of the agreement, the three companies said that Alipay will continue providing payment services to Alibaba’s Taobao commerce site and other subsidiaries; Alibaba will be paid almost half of Alipay’s pretax income; and Alibaba will get between $2 billion and $6 billion — or 37.5 percent of the total equity value — in the event of an Alipay IPO or other liquidity event.

Yahoo has also filed a very detailed account of the deal here with the Securities and Exchange Commission, which you can read here and especially here.

Yahoo’s stock has risen 3.6 percent on the news so far this morning, but it is still just below $14 a share.

There will be a call at 5:45 am PT to explain it all, which I will be liveblogging, but here’s the full press release:

alipay

Today and tomorrow, Yahoo’s directors are gathering here in Silicon Valley for one of their regular meetings that take place over the course of the year.

While board meetings in general are usually pretty dull affairs–and Yahoo’s, in particular, are typically glacial ones–there is a lot on the plates of those with purview over the machinations of the long-struggling Silicon Valley Internet giant.

Here’s a primer of what might (and might not) be happening, according to sources, of course, as Yahoo continues on its quest to reinvigorate itself–a journey that is beginning to make Siddhartha’s transformation into Buddha enlightenment look speedy.

A Yahoo spokeswoman declined to comment on anything below, although I did run it all by them.

The U-Shaped Turnaround

At Yahoo’s recent sales meeting in San Antonio, CEO Carol Bartz went all Sesame Street on the troops, using the letter “U” as an illustration to indicate where in the cycle the company was in its turnaround.

Apparently, just on the other side of the very bottom of the letter, heading inevitably upward.

Her argument was that the company has finally cleaned up its platform mess and its confusing corporate structure, and that its display and search advertising business is now recovering nicely.

All true, except there are some other key issues, such as the slowness of the search and online advertising partnership with Microsoft to make some serious hay.

In fact, although its display business will show a definite strong recovery in Yahoo’s quarterly results next week, its search business–both in market share and revenue per search (RPS)–has, as one person close to the situation put it succintly, “fallen off the cliff.”

That’s due, in part, to getting the new system with Microsoft delivering better results, which is not happening yet (if ever!).

In this quarter, Microsoft has honored its contractual guarantees and will make up the difference–which will result in masking the magnitude of the RPS loss. It’s a worrisome trend to watch.

The Asia Situation

Yahoo and its Asian partners are still mulling over various options regarding the company’s large ownership stakes there.

What is happening with its share in China’s Alibaba Group, according to sources, is precisely nothing right now, as has been made clear in recent comments by its CEO and co-founder Jack Ma.

“If you cannot make the business cool, you have no right to be angry with me,” said Ma in an article in Forbes published this week, referring to Yahoo. “I just don’t trust them…I’ve been working with them for years, and I’m disappointed.”

Relations between Ma and Bartz, sources said, remain as bad as ever, and even the normally close one between Ma and Yahoo co-founder Jerry Yang is strained.

Plus, Ma told Forbes, as he has said before, Alibaba is not taking its auction site, Taobao, public–leaving Yahoo in possession of an appreciating but decidedly private asset.

Japan is a different story, with the disposition of Yahoo’s stake in Yahoo! Japan the subject of long and continuing negotiations for a while now.

While the earthquake and tsunami crisis there did slow discussions down, there is still active recent movement about a variety of cashing-out scenarios, all of which have massive tax and regulatory issues.

Without boring you with the specifics, one option is to create a tracking stock, another a spin-off of the asset and still another some sort of stock trade.

But no matter what happens, Yahoo will have to pay some sort of taxes on its 35 percent stake in Yahoo! Japan, now worth $8 billion.

But if its CFO Tim Morse–the key figure working on the deal–can pull it off, what will Yahoo do with all that money?

Acquisition Guns Blazing? Or Sputtering?

In a recent forum in Silicon Valley, one of its M&A minions said Yahoo had its “guns blazing” with regard to acquisition activity in 2011, as deliciously reported in The Wall Street Journal, despite the company’s lackluster acquisition record.

Sources said the exec had his ears soundly boxed by his managers for the dopey remarks, since Yahoo has had such a lackluster record in the arena–especially compared to others.

And, oh yes, Yahoo’s M&A head just decamped to gaming phenom Zynga.

That aside, Yahoo should be deep in the market for hot start-ups to help revive its innovative spirit, but it remains hindered by a continued reluctance by new start-ups to join it and by its reputation for being a place where entrepreneurs go to die.

That certainly could change at any time with the right execs in place, but Yahoo is competing with a plethora of more exciting companies and also a seemingly endless venture capital gusher of cash of late.

While it is the board’s job to approve acquisitions and not source them, perhaps it is its job to pressure Bartz and other execs to get off the stick and hit at least one of the targets Yahoo aims at.

Targets are plentiful in advertising, content and even social, with many start-ups playing right into a lot of arenas Yahoo needs some help.

And help it does need as talent keeps walking out the door daily, mostly to hotter prospects such as Zynga and social buying sites Groupon and LivingSocial.

There is no question it is hard for any large company to hold onto top staff when there are so many enticing bonbons out there as options, but it can be done.

One good thing: Its newish head of product Blake Irving and head of U.S. media and advertising Ross Levinsohn seem to be playing well together and are setting a tone of stability that is much needed.

Enter the Kenny

That said, there remains endless swirl, especially with key investors, about the performance of its CEO.

While she started off as a publicly in-your-face exec, Bartz has definitely stepped out of the limelight of late, as her pugnacious manner started to irritate Wall Street and others.

It was a good idea, since it has taken the focus off the lack of stock and revenue progress she had loudly promised.

Still, Yahoo shares have continued to stay locked in the mid-teens, as investors wait for some sign that Bartz’s turnaround has worked.

The entrance of its spanking new director, Akamai President David Kenny, has further increased speculation about management and board changes at Yahoo.

This is Kenny’s first board meeting, but this well-connected newbie is someone who is clearly going to rise quickly to the top of decision-making at Yahoo.

That’s because the smooth and well-liked Kenny, who also has deep advertising experience as founder of the Digitas agency, has a long relationship with Yahoo and also with Yang.

He also now has much more tech cred as a leader of one of the Internet’s most important infrastructure companies, with a ton of regular contacts with media giants, ad networks and video providers that are Akamai’s clients.

In other words, Kenny (pictured here) is the full package of ad and tech experience that would make him an obvious Yahoo CEO candidate when Bartz’s contract is up in early 2013, if not before.

He’s also the person most likely to take over for longtime BoomTown punching bag Roy Bostock as chairman of the board at some point.

None of this is happening soon, but it is clearly an interesting development.

There are other machinations, of course, from continued interest from private equity players in Yahoo, as well as a variety of takeover scenarios, each more complex than the next.

While often derided as yesterday’s news by the elite of Silicon Valley as on an inevitable downward path, those plots are there because Yahoo remains a stellar brand with consumers worldwide and an Internet property with huge traffic and a big ad business.

In other words, it’s a U that someday maybe could be a V.

In a regulatory filing Friday with the Securities and Exchange Commission, Google said Chief Financial Officer Patrick Pichette received a $2.7 million bonus and equity valued at $15 million under the company’s executive bonus plan in recognition of his contributions to Google’s financial performance last year.

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Steve Case and Ted Leonsis are bringing their old AOL band back together once again, this time by raising a $400 million growth equity fund.

The pair, the legendary top execs who rocketed AOL to the top of the Internet business in the 1990s, are now making the rounds in New York and elsewhere to pitch their new investment vehicle, sources said.

The money raised will be part of an entity called Revolution Growth, which already exists within Case’s larger Washington, D.C.-based company called Revolution.

While both Leonsis and Case have done a lot of investing in the Web 2.0 space both together (Revolution Money) and apart (the Groupon and LivingSocial social buying sites, respectively), this is the first time they are creating a more formal investment partnership.

Another former AOL exec, Donn Davis is the third partner in Revolution Growth.

Sources said its focus will be on companies just beyond the venture stage to bring them to scale.

The valuation for the Pasadena, Calif., start-up founded by well-known entrepreneur Bill Gross (pictured here)–which was actually struck some month ago–is $40 million.

Accel’s Jim Breyer will join the board of UberMedia, maker of social media reading and posting tools, which is currently largely aimed at the Twitter ecosystem.

“We are hoping to work very closely with Twitter, which is certainly our goal, as well as other social media platforms like Facebook,” said Breyer in an interview with BoomTown this morning, answering a question about previous tensions between Twitter and UberMedia. “There will be a lot of efforts to monetize Twitter and there is no silver bullet.”

Index Ventures and Steve Case’s Revolution Ventures also participated in the round.

The company did not reveal the amount raised, nor the valuation for UberMedia.

But many like him are trying to find a way to monetize the huge microblogging platform–including Twitter–and take advantage of its enormous scale.

Gross founded the start-up last spring.

Armed with $3.5 million in venture funding from a group of leading investors, including Index, Revolution, betaworks, First Round Capital and angel investors such as Mahalo’s Jason Calacanis and BuzzMachine’s Jeff Jarvis.

Started in Gross’s Idealab start-up incubator and called TweetUp (and then PostUp), it was initially cast as a keyword-based bidding marketplace akin to Overture/Goto.com, the first paid search system he created a decade ago.

TweetUp also offered an organic search service to surface the best tweets. This put it at odds on several fronts with Twitter, which began to aggressively move to take over key parts of its business that had largely been left to third-party developers.

That still remains UberMedia’s essential goal, and Breyer hopes that the new investment will show Twitter that UberMedia hopes to work in harmony with it, as other developers have done successfully with Facebook. (Accel and Breyer himself are big investors in the social networking giant, so he should know.)

“Like Twitter, we want to drive the customer experience,” he said, pointing out successes such as the Zynga gaming service. “This is a lot like Facebook several years ago and cooperation worked out well for everyone.”

Here’s the official press release:

Accel Partners Leads Investment Round in UberMedia, Jim Breyer Joins Board of Directors

PASADENA, Calif.–February 14, 2011–UberMedia, the leading independent provider of applications for reading and posting to Twitter and other social media platforms, today announced that it completed a financing round led by Jim Breyer of Accel Ventures. Existing investors Steve Case of Revolution Ventures and Danny Rimer of Index Ventures also participated.

“At UberMedia, our goal is to enhance the Twitter experience with functionality in our clients and to be the best partner with Twitter in growing and enhancing their ecosystem,” said Bill Gross, Founder and CEO. “In particular, the addition of Jim Breyer to our board will really enable us to succeed at this mission. His experience on the boards of Wal-Mart, Facebook, Marvel Entertainment, Dell and so many other high-profile consumer brands will be particularly helpful.”

“We’ve been watching closely Bill’s efforts at UberMedia to build upon the ground-breaking communications platform created by Twitter,” said Jim Breyer of Accel Partners. “We see a tremendous business in the kinds of innovations in user experience being developed at UberMedia. The result of these efforts will be an expansion in the number and variety of people engaged with Twitter as well as a method for advertisers to reach consumers in highly targeted and relevant ways.”

And here are two video interview I did with Gross last April when the company was founded:

]]> http://allthingsd.com/20110214/ubermedia-raises-17-5-million-from-accel-index-and-steve-case/feed/ 2 http://allthingsd.com/20110201/aol-sells-content-recommender-surphace-to-content-recommender-outbrain/ http://allthingsd.com/20110201/aol-sells-content-recommender-surphace-to-content-recommender-outbrain/#comments Tue, 01 Feb 2011 23:18:17 +0000 Peter Kafka http://mediamemo.allthingsd.com/?p=29057 Tim Armstrong has disposed of another asset that AOL bought before he showed up: The company has sold Surphace, its content recommendation engine, to Outbrain, which does the same thing.

I don’t have the deal terms, but my hunch is that no cash is involved, and that AOL’s compensation could come in the form of equity in privately held Outbrain, or a tax benefit, or both.

“In keeping with the AOL strategy, any place where we are not a leader in the category or profitable, we are going to look at partnerships or other alternatives. This is one of those businesses. We are pleased we found a great home for the Surphace technology and its employees,” AOL venture and local head Jon Brod said in a statement.

Outbrain CEO Yaron Galai declined to comment.

AOL acquired Surphace for something north of  $25 million in 2008, when it was called Sphere, and Armstrong was still running ad sales at Google. Co-founder Tony Conrad left AOL in 2009, but has since come back as part of the About.me acquisition late last year.

Both Surphace and Outbrain do roughly the same thing: They allow publishers to automatically present related pieces of content to Web surfers, based on the very straightforward theory that a visitor interested in a certain kind of story would stick around if offered similar stuff. (All Things D is a Surphace customer, so you can see it in action at the bottom of this post).

AOL reports earnings early tomorrow morning.

]]> http://allthingsd.com/20110201/aol-sells-content-recommender-surphace-to-content-recommender-outbrain/feed/ 1 http://allthingsd.com/20110124/eric-schmidt-lost-300-million-in-google-ceo-shake-up-and-hes-still-richer-than-you/ http://allthingsd.com/20110124/eric-schmidt-lost-300-million-in-google-ceo-shake-up-and-hes-still-richer-than-you/#comments Mon, 24 Jan 2011 17:30:57 +0000 John Paczkowski http://digitaldaily.allthingsd.com/?p=56241 When Eric Schmidt arrived at Google in 2001, the company was pulling in about $100 million a year. And under his “adult supervision,” that revenue grew to upward of $29 billion. So it’s not surprising to learn that Google has granted him a $100 million equity award as his term as CEO comes to a close, though it is unusual. Payouts like this are typically given to new CEOs, not to sitting ones or, as in Schmidt’s case, to ones who are stepping down. That this award, which will vest over four years, follows Google’s announcement that Schmidt is ceding his role as CEO to Google co-founder Larry Page makes it seem almost like…severance, though of course Schmidt will remain with the company as executive chairman.

And with 9.2 million Google shares, it’s not like he needs the money, though his stake has suffered a significant decline in value since the company’s executive office shake-up. Prior to the announcement, Google shares were trading at around $641, making Schmidt’s stake worth about $5.9 billion. Today, they’re hovering around $608, making that stake worth $5.6 billion–down $300 million on news he’s stepping down as CEO. That’s a nasty little drop any way you look at it, though I’m sure the obscene size of the remaining sum makes it a bit easier to stomach. Perhaps the residuals from that new Eric Schmidt talk show reportedly in the offing will make up for it….

PREVIOUSLY:

• Talking Schmidt: Google’s CEO in His Own Words
• A Big Quarter From Google, and Shake-Up at the Top–Larry Page to Become CEO

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