Whitworth, the head of Relational Investors LLC, has more skin in the game from a financial perspective than any other HP director. He owns about 17 million HP shares, worth about $800 million.

Whitworth says the company’s board will be recruiting a new chairman and at least two other directors to replace G. Kennedy Thompson and John Hammergren, both of whom resigned today. Ray Lane relinquished HP’s chairmanship, but will remain on the board.

The shake-up follows a closely watched proxy vote last month in which Lane, Hammergren and Thompson were targeted by unhappy shareholders. All three received only a thin majority of votes in favor of their retaining their seats.

Here’s Whitworth’s memo:

Why I Believe in HP’s Turnaround

HP today announced important changes to its board of directors. Ray Lane has decided to step down as chairman, and he will continue to serve as a director. John Hammergren and Ken Thompson have decided to leave the board, and both directors will continue to serve until the May board meeting. Lastly, I will be serving as chairman of the board, on an interim basis, while a search is conducted for a new chairman.

Each one of our directors considered the results of our recent shareholder meeting and made the personal decision to do what they felt was best for HP. As I have said many times, this board is among the best with which I’ve worked. Today’s announcement is a testament to our chairman’s and departing board members’ statesmanship and sterling professional standards. They, like all of us, are passionate about moving beyond the challenges of the past few years so we can focus solely on supporting the HP team as Meg leads us through this Herculean turnaround.

In the coming months you will see further evolution of our board of directors. We will recruit a world-class chairman to take my place as soon a possible, and we also hope to recruit at least two other outstanding directors before the end of this year. While sooner is better, rest assured we will not allow the rush of time to compromise our focus on recruiting the best of the best.

The firm that I represent, Relational Investors, owns roughly $800 million worth of HP’s stock. So, I can assure you that my interests are completely aligned with those of our shareholders. Besides its enviable industry position and unbelievable products and product pipeline, let me tell you why I believe in this company. It comes down to two things—people and leadership.

I have had an opportunity to spend a fair amount of time with people across HP, including speaking with the top 1,100 leaders at their recent leadership meeting. I walk away from every interaction more confident about this company’s future. There is a palpable energy and excitement at every level of the company to get our business turned around. I’ve worked on many, and led a few, similar efforts in my 28-year career, and I can tell you this: one does not find the telltale “green shoots” in financial metrics, graphs and charts, but rather in the eyes, faces, words and actions of people. All turnarounds start and end with people, and I see green shoots every where I turn at HP—it is happening as we speak, and I guarantee you it will be the most satisfying thing in each of our careers to be here, deeply involved, as it unfolds.

Leadership is what turns a group of great people with great energy and ideas into a team. Some say it’s a gift, and some say it’s a skill, but I think it’s both, and hands down Meg Whitman is among the most gifted and skilled business leaders in the world today. Her enthusiasm and energy is contagious and she has brought us all together as a team to tackle one of the greatest business challenges in the history of industry. I have dealt with a lot of CEOs in my career. That’s what I do in my “day job,” but I can say I have not had the opportunity or privilege to work with one as gifted and skilled as Meg Whitman. Her track record is the proof, and she is building on it here at HP, where working out of her cubical in Palo Alto she has assembled a world-class leadership team. It’s clear to me that they are committed to hard work, unyielding business ethics, knowing the details and shaping the strategy. That said, their ability to inspire the HP team to rally behind a shared vision has, more than anything else, made me a believer.

So, on behalf of the board, let me thank our team members for all of their work to date and say that we are 100 percent committed to supporting Meg and their efforts to turn around HP and restore it to its rightful place at the pinnacle of global business.

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

Lost in the sauce of the national work-from-home debate of last week that engulfed all things Yahoo, was a fascinating tidbit that several employees passed on to me from a recent Friday FYI meeting at its Silicon Valley HQ.

At the gathering, CEO Marissa Mayer talked briefly about the new telecommuting arrangements for some staffers, including the controversial new work-from-home memo that HR head Jackie Reses had issued that day.

But when Reses — who also wears another corporate hat as head of M&A at Yahoo — spoke she mentioned to the crowd that Yahoo was working on two “significant” acquisitions and about six smaller talent “acqhires.”

“It was kind of odd to telegraph it in such a big forum,” said one employee of Reses’ comments at the meeting in late February.

The revelation was unusual, to be sure, but perhaps not a surprise, given the recent run-up in Yahoo stock, its healthy cash position and, most of all, its need to add meaningful growth to the current efforts at turnaround.

And while some of its recent buys have been interesting and focused on improving its moribund mobile efforts, they have also been very small. And, as one high-ranking exec there told me, they “don’t move the needle in the way we need to in bringing in senior talent or loads of users or serious revenue.”

Indeed, while Yahoo shares have benefited greatly from the impressive performance by Alibaba Group in China, which is clearly on a roll, many think that showing actual improvement in its core business will be critical in the months ahead.

While making changes to Yahoo’s homepage and email, as well as cutting products, has been done, it is not yet clear what the impact is; the changes are aimed more at holding on to consumers rather than exciting them with new offerings.

Yahoo could also create its own new products to wow the masses, but that has been harder for it over the years. (Remember Livestand? Yeah, not so much.) In any case, an innovation infusion of such a large magnitude will take some time, given Mayer has to get the right people into place to do so.

Thus, a big purchase of an exciting new company with prominent leadership seems more likely than not and sooner than later. While Mayer has not articulated her vision for the new Yahoo in anything more than general ways, what she buys will say a lot.

Thus, sources said that Yahoo has been looking at a range of such acquisitions, in a number of categories such as advertising tech, mobile monetization and, of course, consumer “daily delight,” which is a phrase Mayer has used a lot.

It would be bold if Mayer went all out and made a mega-buy that would shake up the competitive landscape. My first choice for that is Pinterest, the scrapbooking phenom that was just valued at $2.5 billion in a new funding round. Mayer has also shown a lot of interest in blogging superstar Tumblr, while at both Google and Yahoo, as well as Foursquare, the well-known location app. Of course, there is also the troubled gaming giant, Zynga.

All are very pricey and would face rival interest, but such a move would be akin to Facebook’s billion-dollar blockbuster purchase of Instagram. Many now think that was prescient and cheap, given how important mobile photos are to the current digital ecosystem.

The list of possible big deals goes on: Hulu (which needs a tasty content element to make sense) as a video play; Millennial Media or Jumptap for mobile advertising; Quora for social answers; Flipboard for social media consumption; Rubicon or PubMatic, for ad targeting; and many more.

But all of those begin at the billion-dollar or more range and I have checked with a number of these and come up peanuts. Still, there are a whole lot of choices for Mayer and Yahoo in the $200 million to $500 million price range.

Here, Yahoo has the financial strength to make at least two of these significant purchases that Reses mentioned, as well as developing a much better reputation for Yahoo to keep real talent interested.

As one prominent startup exec, who had told me he never would consider selling to Yahoo in the past, said recently: “They are no longer complete losers, although Facebook and Google and Apple and Amazon are still cooler.”

Hey, it’s a compliment, even if it’s a back-handed one, so it will be interesting to see who finds Yahoo cool enough.

As most know, the San Francisco gaming company has struggled to find the right balance as consumer behavior has shifted from playing social games on Facebook to playing games on their phones.

In the third quarter, 60 million people played Zynga’s games on a daily basis, up 11 percent from the year-ago period. But those gains were only possible due to mobile offsetting declines on Facebook. The worry of Wall Street investors over the situation is apparent in the price of its stock, now at $2.66, which remains 72 percent below its initial public offering price at the end of 2011.

But Zynga management believes it knows how to turn things around, including expanding beyond its classic Ville-style titles, like FarmVille, to more genres that appeal to a wider audience, including casino and more hardcore titles.

In a story earlier today, I wrote about the three executives that CEO Mark Pincus has appointed to help turn things around. One of them is Steve Chiang, the company’s new president of games.

Here are some highlights from an interview I recently did with Chiang:

Tell me a little bit about your background.

Chiang: I got into computers early, when I was six or seven, and I was really into videogames and playing games on my computer. And then I got into programming. First, I got into the industry when I graduated from school as a programmer, by creating games for Super Nintendo. That’s when making a game included one programmer and two artists, or two programmers and five artists, so they were really small teams, so you really had to know all aspects of game development.

And then, in 1994, myself and some guys I went to high school with, and John Schappert, started Tiburon. We started making Super Nintendo games, and then we started working on Madden when the contract came up after the other company didn’t ship the game on time. It was the best-selling game on PlayStation that year, which led to the acquisition by [Electronic Arts].

I stopped programming in 1998 or 1999. When I left EA, I was overseeing all sports development for Peter Moore, who was heading up the sports label, and I headed up development across Vancouver and Orlando.

What was the attraction to Zynga?

Chiang: In 2009, when I was thinking of joining Zynga, we had FIFA Ultimate Team, which was a card-based microtransaction mode. It was a $10 mode you paid for, and then you had $1.50 card packs. We quickly saw the microtransaction part of it surpass the $10 for the mode. So you reduce the $10 to free to reduce the friction.

Microtransactions and free-to-play seemed like the future, for sure. The second aspect was time. Having an hour to sit down and play a game is not easy to come by when you have a family, so, as a person who loves games, the idea of playing games for five to 10 minutes with friends was really appealing. I saw myself reconnecting with people from high school, and I saw my parents playing with my kids. The only game my ex-wife will play is Words With Friends, except for SingStar, a karaoke game on PlayStation.

When you are creating a place where women, children and older parents are all playing, it’s an incredible feeling and experience. It’s like the first time I saw “Star Wars” in the movie theatre — that’s what we are creating for people. That’s what we are trying to create on a day-in and day-out basis.

I’ve spoken to people before about the initial draw of Zynga being that so many people end up playing your game, unlike a console title that has a limited audience.

Chiang: Absolutely, in entertainment, you want to make hits. When you are working on sports games year after year, it’s not super appealing. But the idea you get to work on a game played by millions of people? That’s great.

I mean, I always tell people, you spend the same amount of time on a game that gets canceled as one that is seen by millions of people.

Do you believe the definition of a social game is changing?

I do. It’s a moniker, like casual gaming. We label stuff, but essentially the business model is free-to-play, and gaming has always been social. I look at us as doing free-to-play games on multiplatform.

For a while, social equaled Facebook.

Yeah, that’s how I interpreted it, as well. But when you look at Words With Friends, that’s what a social game looks like, where you are interacting with a friend on a daily basis.

Zynga and Facebook just changed their contract language, which is less restrictive and will free you up to do more things, right?

Chiang: I think Facebook is a really valuable partner. We struck a new agreement, which enhances our partnership in some ways, and allows you to invest more in our platform and mobile.

Everyone talks about gaming as a hits-driven business. Is it possible to sustain that over the long term?

Chiang: I think we’ve seen companies like EA and Activision be able to sustain [that]. There’s aways peaks and valleys.

With social, it’s more about gaming as a service — it’s a TV model, if you will. We continue to put out new content every week, and on Facebook every single day. That keeps our players engaged. There’s games like Poker that have been around forever. There are certainly franchises. It’s not that different from a Call of Duty or a Madden Football, which has been going on for 15 years now. We have some of the same characteristics in Poker and Words With Friends.

Tell me about the story arc for Zynga’s Villes. How come some are not as successful as the ones in the past?

What we’ve seen is a few different things. We are seeing consumer tastes changing, and there’s a player movement toward mobile gaming. If you look at just a single platform, you’ll see a peak or a leveling-off of gaming on Facebook. But we are seeing growth on mobile. As we go multiplatform, we may have peaks and valleys on a single platform, but we’ll see overall growth.

That seems to be a platform issue, but is there something about Villes in particular that is no longer popular?

Chiang: When I look at FarmVille 2, it’s reengaging a lot of players, and is off to a great start. There’s an aspect of something new, and so players are saying, “Let’s try that.”

A game like Pokemon peaked at a $1 billion business, but over time, it’s still a big business and it has sustained. Traditionally, you’ll see a massive pop and then it will sustain. It’s a great business, and when we put out great content like FarmVille 2, our players respond and they engage.

Let’s go back to the cross-platform approach. Zynga is going after both Facebook and mobile, and has restructured its leadership team around that. How has your job changed?

Chiang: I took over all of the games business, so I have every game on mobile and Web, and just recently I reorganized around our players and genres.

We have some great leaders, and some of the most experienced in social gaming in the western world. We are going to run our “Invest and Express,” which are our Ville games. We have a new group in PVP (player versus player), which is focused on men 18 to 34.

Then we have our casino group, which is poker and male-skewing, and we have slots and bingo, which is focused on women. And then we have our mobile casual group, which is focused around some of our big franchises, like Draw Something and Words With Friends.

Some critics say that Zynga’s games are not fun. What do you say to that?

Chiang: I think when you look at a game like FarmVille 2 or Elite Slots, we are driving new innovation, and we are continuing to push innovation. At the same time, if we change too much, players complain. We saw it in sports games, and you see it in social gaming, you want a consistent feel and familiarity. You don’t want to redo everything.

Zynga is such a data-driven company, I’m curious what metrics do you look at every day, and which ones are most important?

Chiang: We look at the net promoter score, where we ask players to rate the game from one to 10. A nine to 10 is a promoter, and below a six is a detractor. We certainly look at overall how many people are playing and what our retention is, especially after launch, to check out retention after seven days to see which way it’s headed.

Why didn’t The Ville do well? Zynga announced it was cutting back on it as soon as it went live.

Chiang: I think with The Ville, the team made a great effort. But we did not deliver.

Our players didn’t respond to it as we would have expected. We hit a high DAU (daily active user), but they did not retain as well as some of our other games. We looked at all of that, and applied that to our future games. When you are going for hits, we’ll also have some failures.

Do you have a mantra, or a way to rally the troops right now that makes everyone believe you can create another hit? Something to inspire them? How do you manage the turnaround process?

For us, it’s about focus and getting back to basics. Our team across the board has delivered hits. We’ve had a number of great game makers who have been tied up with games, and now they are focused on new projects. We are reducing the number of games we are making, and focusing on a fewer with the highest potential in Invest and Express, player versus player and casino.

With many departures over the past few months, does Zynga still have the talent to make good games?

Chiang: Absolutely. We had a lot of people joining before the IPO, and some of those folks have opted out, but the bench is still really deep. We are also still attracting a lot of folks. Social is not for everyone, so some people came here to try something, but the future is really bright. We have a strong network of players on Facebook and mobile, and a number of great games in the pipeline that should be — and we’ll see how they do — but are going to be really fun and social.

Is there a message that you’d like to get out to people on Zynga’s game creation? Do you think there is an impression people have that you’d like to correct?

Chiang: I never thought about that. I firmly believe that we have a huge bright future and have the best position for talent, and in terms of our network and in terms of mobile and Facebook players to drive the biggest and best entertainment in the world. We are well-positioned that way, and hopefully you’ll see things in the future that will surprise and delight a lot of people.

Earlier today Yahoo reported fourth-quarter earnings that beat analyst estimates, on still-flattish revenue.

Still, up is up, even if it is not really that much up, so Wall Steet bid up shares of the Silicon Valley Internet giant in after-hours trading.

Now it’s onto the conference call with investors for CEO Marissa Mayer:

2:02 pm: Before the call, you can hear Mayer complaining about the goofy music played during the pre-conference call waiting time.

“We have to get better music,” she says to some minion. “This is not good music.”

Music to my ears! I say we get Beyoncé, lipsyncing or not.

The call starts quickly after that, with the ever-eager Mayer leaping right in with the fourth-quarter news, which is not all that bad.

It’s the first full year of growth in a while — though not the first quarter-to-quarter increase — even if it is only a very modest two percent increase.

That compares to industry-wide gains in revenue of many, many, many times that, but for Yahoo this is cause for a parade. A small parade, with good music, but a parade nonetheless.

“It’s hard to believe this is only my first full quarter here at Yahoo,” says Mayer in an upbeat tone.

She notes that her focus on product excellence and user experience was continuing, with some “early positive trends” in both products and people.

Mayer then list a series of moves, from the free food and better smartphones for employees to the addition of well-regarded entrepreneur Max Levchin to the board to the refreshes of Yahoo Mail and Flickr to the acquisition of some sassy new mobile startups.

Mayer also notes that the company under her purview had removed “385 of highest priority obstacles,” although she did not name any specifics.

I imagine what No. 332 is: Switching out the iceberg lettuce at the URL cafeteria on Yahoo’s Sunnyvale, Calif. HQ campus with some tasty organic mesclun as they have at Google, from whence Mayer came.

Better roughage means better returns!

2:14 pm: Mayer turns the call over to CFO Ken Goldman, also a newbie. As usual, he runs through the numbers that are already in all the releases already. But I am enjoying his New England accent, hoping he will say the slight increase in revenue was “wicked” good.

Goldman, in fact, calls the revenue increase “modest,” which is true, although it sounds like “mah-dist.”

What’s not mah-dist is how much stock Yahoo has bought back, using its windfall from the recent sale of assets in China. It’s $1.45 billion, with more that that left to use for more share buybacks. That should keep Yahoo’s stock up nicely.

Goldman also talks about increases in the company’s search business, although notes that the Microsoft relationship is still not the most fantastic.

He speaks more effusively of Yahoo’s Asian partners, including Yahoo! Japan and China’s Alibaba Group. It’s deserved, since they have been the company’s treasure trove against its meh core performance in recent years.

Not so tasty is the problem Yahoo has with a big-money contract dispute in Mexico, which Goldman reiterates is “without merit.”

2:28 pm: Goldman moves onto Yahoo’s cash position, which is strong and which he says is going to be used to make the company better.

Mayer is back on board, talking about key focuses over multiple years.

She says Yahoo needs a “chain reaction of growth,” which needs to be fueled by a dozen new products that become a daily habits for consumers to increase usage and other metrics.

A nuclear bomb explosion is not exactly the best metaphor for a company’s turnaround, but in Yahoo’s case it is probably a pretty good one, given how stubborn its decline has been.

Mayer then switches the metaphor to one she recently used about “returning to the roots” of Yahoo.

Actually, mixing the metaphors, Yahoo has to blast some significant roots that have gotten in the way of its innovation over the years.

“The best is yet to come,” promises Mayer, in what she says will be a multi-year effort.

Now onto questions from the analysts!

2:40 pm: The first question is about commercialization of its products. Mayer answers she is both pro-advertising and anti-ad — meaning they are good when they add to user experience and bad when they do not.

There will be slight margin declines due to this, which is the real point of the query, which Goldman says will not be too impacted.

The next question is on the weaker performance in display ads and whether mobile ads can ramp up quick enough or not.

Yahoo is not breaking out mobile revenue numbers as yet — it’s not impressive as yet, so that’s what’s going on there — although Mayer points to the number of mobile users increasing to 200 million now.

As to the declines in display, Mayer gives a non-answer, but it is likely due to big changes that new Yahoo COO Henrique De Castro has put into place in the way it sells ads and which AllThingsD.com previously reported on. Mayer earlier in the call had confirmed those changes.

The fact of the matter — which is just what the analyst was asking about — is that Mayer simply has to improve display revenue, which is Yahoo’s core business.

Mayer then addresses the issue of not providing usage metrics anymore. Yahoo has withheld a lot of them since she has taken over, and she says it is because they are not indicative of metrics that, well, she thinks you need to know.

Instead, Mayer points to other metrics that she feels are better, such as number of ads sold and price per click on search.

Speaking of search, the next question is about that. What can Mayer say — and she does — but that Yahoo must also improve in that area. Indeed, it is lucrative low-hanging fruit for the company.

Here comes an interesting observation she makes based on a question of mobile versus desktop, which Mayer says should not be separated as two areas as consumers don’t think that way.

Yahoo is tuning up a dozen products, she says, having started with Yahoo Mail and its Flickr photo-sharing app.

2:54 pm: Mayer is not saying which of this dirty dozen is next to get a makeover.

“We’re investing in small, nimble, excellent teams,” says Mayer, who then tries to reference a famous Margaret Mead quote, but ends up mangling it a bit.

It is, for the record: “Never doubt that a small group of thoughtful, committed, citizens can change the world. Indeed, it is the only thing that ever has.”

This is true, which might make some Yahoo staffers nervous, since Mayer’s recent stack ranking of them means she can start on employee layoffs anytime she likes to separate the wheat from the chaff.

3:01 pm: Whoo-whee, this is going long and I am getting weary. Mayer has to be some kind of digital Energizer Bunny — she just flew in from the World Economic Forum in Davos, Switzerland and moved right into the prep for the Q4 earnings.

Tomorrow, she is presumably off to Las Vegas, where Yahoo’s global sales conference will start and she will doubtlessly be making an appearance.

I am exhausted simply by walking up and down the stairs at my house.

The next question is about third-party publishers and ad tech on mobile.

“Mobile monetization is new for everyone,” she says correctly, making the point that no one knows what is going to shake out.

She uses — as she has used — the example of when people thought search was not a moneymaker until Google proved otherwise.

The problem is, of course, that Google is Yahoo’s biggest rival in this new mobile ad arena, along with Facebook and many others. And Google, as its recent results showed, does know how to make money compared to Yahoo.

The next question is about mobile monetization eating into desktop revenue.

Mayer notes that Yahoo has hired 120 people with computer science degrees in the quarter to work on that area.

In other words, get ready for a symphony of geeks to return Yahoo to relevance.

Would they can pull it off, as that would be a tune worth listening to.

Speaking of something worth listening to, here is a video of Diana Ross’ song, “Chain Reaction,” to enjoy:

Yahoo reported its fourth-quarter earnings today, with earnings higher than expected, but with a continued flattish revenue.

The Silicon Valley Internet giant aid its non-GAAP net profits were 32 cents a share, compared to 25 cents in the same period a year ago. But GAAP net earnings per diluted share were 23 cents in the fourth quarter of 2012, compared to 24 cents last year.

Shares jumped just above four percent in after-hours trading to above $21 a share, given Wall Street analysts were estimating a profit of 27 cents per share in Q4.

Net revenue, without traffic acquisition costs, was expected to be $1.21 billion. It was $1.22 billion and which is essentially flat from a year ago’s $1.17 billion. Search revenue was up nicely, while display sales declined.

Overall the results showed a non-sinking but none-too-powerful ship and not very impressive given almost every other Internet company grew revenue significantly in comparison. For example, Google reported last week that core revenue was up 21 percent in the quarter.

Still, up is up, even if it is not up that much. “I’m proud of Yahoo!’s 2012 and fourth quarter results. In 2012, Yahoo! exhibited revenue growth for the first time in 4 years, with revenue up 2 percent year-over-year,” said Yahoo CEO Marissa Mayer in a statement.

In other words, she’ll take two percent, given the nearly persistent revenue declines of recent years. It is progress, of course, even if investors are looking for more robust increases ahead.

Also of note: Yahoo said it repurchased 79.6 million shares at an average price of $18.24 for $1.45 billion in the fourth quarter, which most definitely was one of the reasons for its recent stock run-up.

Yahoo did not release information on consumer engagement and traffic in the Q4 report, which it had done until Mayer took over. As AllThingsD.com had previously reported, most metrics in the quarter were down significantly over last year.

The fourth quarter was the first that was entirely under the new regime of Mayer, who arrive at Yahoo in July from Google.

She’s gotten a big break from Wall Street, which has sent Yahoo’s stock up in recent months on the hopes of her turnaround plans.

Last week, Mayer said the long-suffering Silicon Valley giant would be returning “back to its roots,” as part of an effort to finally turn it around. It’s actually part of a bigger plan which AllThingsD.com had reported on previously, to focus Yahoo on being a center of content discovery on the Web, across multiple devices, with wide-ranging and “very friendly” partnerships with other companies.

More to come at the 2 pm PT, conference call with Mayer, which I will be liveblogging as usual.

Until then, here’s the official press release and deck from Yahoo:

YHOO_News_2013_1_28_General

Q4’12_Earnings_Presentation.vsFINAL

The culture-celebrating hijinks continue at Yahoo, it seems.

After free food and smartphones and even dressing up as a Yahoo purple banger, CEO Marissa Mayer now has a high-ranking exec dancing for employee enjoyment.

As part of an effort to improve participation in the annual Yahoo Employee Satisfaction Survey (YESS), Mayer instituted a punishment for the lowest participation rate of any division on her executive staff.

The culprit turned out to be Jackie Reses, EVP of people and development for Yahoo, which includes the unlikely combo of human resources and business development.

Thus, Reses apparently had to dance to the hit K-pop song “Gangnam Style” with her staff at the weekly FYI employee meeting at Yahoo’s Sunnyvale, Calif., HQ on Friday.

Despite having a rep as an intense New Yorker, said one employee, Reses has some “decent moves.” Others agreed.

Also decent was one of the top results of YESS, which showed that employee belief in the future vision of the company was up 32 points year over year.

That’s not a big surprise, given the upward trajectory of Yahoo’s shares of late. But, more to the point, it has a weak comparable in last year’s survey, which painted a picture of a deeply demoralized workplace. That’s because the 2011 YESS questions went out to employees the week that the company fired CEO Carol Bartz, with most of the responses gathered in the ensuing weeks.

Despite the improvement, this year’s YESS also still showed a lot of worry about whether Yahoo leadership can execute, and whether the company can achieve strong results over the long term.

[UPDATE: One reader said the Yahoo survey is now called YEES, the Yahoo Employee Engagement Survey. I could not determine if that name change had been made.]

That’s the question that at least one Wall Street firm was asking, in a downgrade of Yahoo stock today. In dropping Yahoo’s rank to “market-perform,” Sanford C. Bernstein analysts noted worries about its turnaround efficacy, a possibly jarring reorg of its advertising unit, and also whether the future sale of its assets in China’s Alibaba Group can save the day again, as it did for last quarter’s results.

“We think there may be upside from an eventual Alibaba IPO at a valuation much higher than $50B or a Yahoo! core turn-around, but it is hard to have high conviction in either given the facts we currently have,” said the report, in part. “In addition, there is manageable but real downside risk: reorganization (e.g., of the sales force) could be negative for revenues, management could decide to invest in growth now and cut excess later, and MSFT RPS guarantee could expire without a renewal.”

Those are all good questions for investors to ask, of course, although more have been caught up in the hype/hope ahead of actual performance gains.

Still, it’s no sweat to get caught up in digital execs being made to trip the light fantastic for their weak results. So, since I was not there to enjoy Reses’ performance, click here for an also fun-tastic JibJab Gangnam video I made of her.

According to sources close to the situation, several Groupon board members have been seriously discussing making major leadership changes at the Chicago-based daily deals company, including bringing in a more experienced CEO to take over for co-founder Andrew Mason.

The board of Groupon has a regularly scheduled meeting later this week; sources said such management issues are likely to be discussed there, due to increasing frustration by some directors about the novice CEO’s performance so far.

To be clear, a move to replace Mason is not likely to happen immediately, if at all. And, in any case, any changes are likely to be done with his involvement. In addition, Mason also has support on the eight-member board — director and former AOL exec Ted Leonsis has always been a key mentor to him, for example.

But it has become obvious over the last months that a substantive rift has been developing between Groupon’s key players.

That has centered on Mason’s co-founder and Groupon executive chairman, Eric Lefkofsky, and board member and co-founder Brad Keywell. They, as well as several other directors, have been urging Mason to be more aggressive and public about the company’s turnaround efforts, sources said.

“The question is not whether Andrew is a good guy, but whether Groupon needs an Eric Schmidt,” said one person close to the situation, referring to the former Google CEO who was brought in to work closely with the company’s two founders. “And there’s been a lot more pressure now on the board to consider this seriously.”

The thoughtful and affable Mason — who has been the heart and soul of Groupon’s quirky culture and innovative product strategy — has indeed sometimes seemed to be in over his head in terms of leadership once the stakes got higher and the pressure increased after its IPO was announced last June.

While the company’s struggles have been well known for a while now, discussions about Mason’s tenure as CEO have increased as its stock has dropped precipitously. That has prompted its directors and management to seek to find a way to get the company on more stable footing as a business and, perhaps more importantly, with investors.

That has included the promotion of former Amazon exec Kal Raman to COO recently to give Mason more support. Raman is now, in effect, in charge of many operational aspects of the company, although not product, marketing or technology.

Another bright light recently has been a major investment by Tiger Global Management, a well-regarded hedge fund and private equity firm, which bought up close to 10 percent of Groupon. The move sent its shares up 24 percent in the last week, to $3.88, with a $2.5 billion valuation.

But that’s still 85 percent below its public offering price a year ago, and a far cry from the hype around the company when it exploded on the scene several years ago. Once the darling of the start-up space, with its innovative new social e-commerce model and lightning-fast growth, Groupon attracted huge funding from a panoply of top-tier Silicon Valley investors.

With that came a stunning $6 billion acquisition offer from Google and, later, an even huger valuation of more than $10 billion.

All that goodwill changed immediately after the company announced its IPO last June, with continued controversy around everything from Groupon’s accounting to management turmoil to its business model to rocky relations with merchants.

And while Mason has labored to affect a more professional tone in his own style, and seemed to have created a more stable management team, continued issues in Europe and getting enough traction for a number of new promising product initiatives has been tougher to solve.

Therefore, Mason’s performance is naturally under increased scrutiny, said sources. He will surely get questions on his record tomorrow, when he is scheduled to appear onstage at Business Insider’s Ignition conference in New York.

Charles Sipkins, a spokesman for the board, declined to comment, as did Groupon spokesman Paul Taaffe.

One of the looming — but, thus far unspoken — questions about the strategy that Yahoo CEO Marissa Mayer is set to unveil to the Silicon Valley Internet giant’s employees today at 10 am PT is just how many of them are going to be there to push forward the new turnaround plan she’s envisioning.

While it seems unlikely Mayer will mention this unhappy prospect in today’s all-hands meetings with staff, it’s an issue she will nonetheless eventually have to address.

But, despite promising today’s talk would be an “act of radical transparency,” I am guessing any employee-cutting plans Mayer has will remain decidedly opaque for now.

Still, it’s no secret that most analysts and Internet-savvy observers agree that Mayer must make significant cuts in staff in order to move forward, perhaps well beyond the ones that have been made by her predecessors.

And while every single recent Yahoo exec has done layoffs, usually of several thousand, many investors are watching to see if Mayer will make deeper and more company-changing ones.

“Yahoo probably needs to be cut in half,” said one person close to the company, who has told Mayer this. “But no one has had the guts or stomach to do it yet.”

According to Yahoo’s last quarterly report, it had 12,500 staffers, although that underestimates the number since there are also several thousand contractors that the company employs on top of that.

Many think that’s way too many, given the downward growth at Yahoo over recent years and the need to shed non-performing businesses.

One way that previous leaders, including ousted CEO Scott Thompson and interim CEO Ross Levinsohn, had considered cutting staff in a major way was to outsource its advertising tech and search businesses.

But that does not seem to be Mayer’s plan — she’s indicated internally that she wants to invest in both, which will require more staff and lots of money.

Still, there are plenty of areas to aim at, including Yahoo’s outsized number of staffers in general and administrative areas, as well as a number of operating units that have little traction.

The strategy around how to right-size the company will fall to newly installed HR head Jackie Reses, who came to Yahoo with a background in private equity.

(I’ll be writing more about Reses and her unusual role at Yahoo soon — Mayer has also put her in charge of business and corporate development. But, suffice it to say, PE execs know a lot about cutting costs.)

As I said, I’d be surprised if Mayer sullies her presentation about the gleaming future of Yahoo today with the ugly realities of inevitable layoffs. But that does not mean that such choices will go away.

While we await Mayer’s plan to be handed down, let’s recap my recent series of posts on the future of Yahoo under Mayer, who has been on the job for two months now.

Here’s the highlights:

• Mayer is zeroing in on improving Yahoo’s search business and advertising platforms. Efforts include reworking Yahoo’s troubled search deal with Microsoft and possible ad tech acquisitions and also investments.
• Besides all the cultural changes she has made — free food! — Mayer is also, according to an internal memo I obtained, planning on holding the company to strict annual benchmarks of performance.
• She is also initiating a series of product changes, including a major redesign of the home page to make it more of a platform, as well as an email refresh. Mayer is also focusing in on 10 key verticals, such as the powerful Yahoo Finance, and is likely to address the importance of mobile for Yahoo.
• Lastly, she has sicced her top lawyer on leaks, even as she has instituted a policy of minimal interaction with the media. To be fair, there’s little to say about Yahoo right now, so it makes sense on some levels; on others, it’s hard to imagine the riveting story at a public company can avoid press scrutiny.

Whatev! Whatever Mayer does, we’ll do our best to get you even more deets of her strategic vision for Yahoo as it is unveiled.

(Photo courtesy of Yahoo’s Flickr.)

On Friday, I began a series about the various and sundry things new Yahoo CEO Marissa Mayer was up to at the Silicon Valley Internet giant.

First up was a look at how she is zeroing in on improving its troubled search efforts and advertising platforms, two business arenas that will get more focus this week when Mayer unveils her plans to the employees of Yahoo at an all-hands meeting.

According to an internal memo Mayer sent out Friday, the confab is scheduled for Tuesday. It comes after two days of meetings with Yahoo’s board of directors last week, in which Mayer outlined the plans for she has come up with to turnaround the company.

[Special note to readers: I would, as usual, embed the entire memo below, but Yahoo's top execs -- most especially, newly installed general counsel Ron "Leaks Are 'Uncool'" Bell -- have worked themselves into quite a lather over the issue of late. Apparently, according to numerous sources, the company is using all kinds of leak-catching tech tools -- free smartphones aren't as free as you might think, if you catch my drift, Yahoos, and I would also advise turning up the music loud when whispering in the Sunnyvale HQ offices -- so I will only quote internal emails only in part going forward to thwart such silliness.]

Pressing on!

In the memo, titled “Board slides, strategy and goals,” Mayer talked about the meetings. There will be two this Tuesday, one in the morning and one later in the day, in order to accommodate Yahoo staffers internationally.

“In an act of radical transparency that will be a tradition moving forward,” Mayer promised that she will go over the slides — which are usually not shared widely — of her “strategy and vision” that she presented at the board meeting on Friday.

“We want to offer you transparency into what happens at the board level as well as guidance as to where the company is going,” Mayer noted.

Kudos to that! (And send all that transparency my way, please!)

Mayer also said in the memo that she will have another all-hands meeting on October 1, where she will begin “rolling out a new system and process for goals for the company,” including annual goals that will be tracked and graded — first on a company level, then to departments, teams and, finally, individuals.

That’s a good idea, of course, because tracking such things has not been a focus of Yahoo for a while now. Not surprisingly, it is very much a practice at Google, from whence Mayer came and where she has been liberally borrowing a wide variety of management concepts.

But she has a few of her own tricks up her sleeve too, according to many sources, in terms of the strategy.

As I previously wrote, Mayer is planning on doubling down on search, as well as advertising platforms. Expect more money spent in both places, as well as a redo of Yahoo’s long-rocky search partnership with Microsoft.

Also up for a refresh is both email and also the critically important Yahoo home page. Both are being redesigned substantially to focus on consumer experience. People who have seen the mock-ups describe them both as more social and as more of a dashboard approach for users than the traditional catch-all portal.

It’s all based around learning technology that Yahoo has been working on called CORE, or Content Optimization and Relevance Engine. There will be lots of linking out and an attempt to make Yahoo more of a platform for others to develop on top of.

It’s a little Facebook-like, said several sources, but more focused on content and other products that differentiate Yahoo. Mayer has decided to back 10 key arenas, such as its powerful Yahoo Finance and Yahoo Sports sites, as well as its Flickr photo offering.

Still, no redesign is set in stone yet, so we’ll see what Mayer has decided on.

It’s also not clear what the e-commerce focus will be, but it is also an area that Mayer has a lot of experience in. Also a big question: What the heck is Yahoo’s non-existent mobile strategy going to be?

In addition, Mayer has already ordered the removal of some ads from both Yahoo’s email service and also its home page, cutting them back to improve the consumer experience. That’s a dicey move since Yahoo makes a big chunk of change from those ads, especially on the home page.

No matter. “Everything she is doing is about the consumer experience,” said a source. “Nothing else matters to her, even if it might matter to the bottom line.”

So far, Wall Street has been wary of Mayer until they see a strategy — the stock has been sitting in the $15 range since she arrived. That said, the high-profile exec does have more leeway from investors, and — perhaps most importantly — from the board.

In fact, at her now weekly Friday meeting for employees, a big group of the directors appeared onstage in a show of support.

A purple show, apparently — all were wearing lavender Yahoo t-shirts with “BoD” stamped on them.

Awwwwww! It’s like a mostly all-boy band! One, by the way, that might get more members soon. Sources told me that director Dan Loeb has been on the hunt to add at least one more person to the group, focusing on landing a Silicon Valley star.

When he was waging his proxy battle on Yahoo he tried to recruit both SurveyMonkey and former Yahoo David Goldberg and also well-known entrepreneur Max Levchin of PayPal and Slide.

While Goldberg joining the Yahoo board is not happening — he just joined the board of the Washington Post — getting Levchin to sign on seems more likely, especially with the focus on attracting innovative talent to the company.

Levchin is definitely that, as are many others Loeb has apparently been trying to buttonhole of late.

More on talent in our next episode.

It’s been nice to see all the euphoria at Yahoo about free food and Apple iPhones kicking it up a notch.

But, purple people, guess what? Them’s just your basic table stakes in Silicon Valley these days and pretty much everyone else has had such perks for a long while now.

Thus, as nice as it is to drink your coconut water gratis, after two months in charge, it’s long past time to focus on what new Yahoo CEO Marissa Mayer is up to besides making much-needed but obvious cultural changes at the troubled Internet giant.

She’s been busy with the expected listening tour of employees and also outside tech players — such as former Yahoo CEO Terry Semel — which is a textbook stop in the turnaround playbook.

Now comes the hard part: Actually beginning to make the significant decisions about how she’s going to turn around Yahoo and what the key issues of strategic focus need to be.

In a series of recent meetings, according to numerous sources inside the company, Mayer has begun to outline what those are to top staff.

Not surprisingly, they are many of the same thorny issues that Yahoo has been facing for a long time and which center primarily on making the company relevant again in a wide number of ways.

I’ll get to many of them over the next week in a series of What Will Marissa Do? posts — including looking closely at her new hires, when and how Mayer will deal with inevitable layoff decisions facing the company, where the sale of Yahoo! Japan stands and, finally, what she’s cooking up for key Yahoo products.

But the focus has to fall first of all on search and advertising, the two arenas that Mayer has been studying most closely, according to numerous sources close to the situation.

That has included a recent meeting and numerous discussions with Microsoft CEO Steve Ballmer about improving Yahoo’s search advertising partnership, said sources at both companies.

That deal has been largely disappointing since it was struck under the regime of ousted CEO Carol Bartz several years ago.

Many reasons are given for the poor performance of the entire arrangement, including lack of improvement of cost per click and share growth for both parties. That means bid density and numbers of advertisers remain too low, especially compared to Google’s offering of access to a larger, more active and lucrative market.

Simply put, despite massive spending by Microsoft on search, users and advertisers get significantly better results overall with the search leader Google.

(You can read a great piece by Search Engine Land’s Danny Sullivan from last year, which exhaustively looked at the issues until then.)

The irony abounds that it’s up to Mayer to fix this problem of improving revenue per search with Ballmer, since she has been among the executives who have made Google the search behemoth it has become.

Her particular expertise has been on search experience for consumers, which is just the area that Yahoo desperately needs to improve after handing over technology duties to Microsoft.

That move was controversial at the time and some feel it was a big mistake. But, most also think there is no going back at this point, given the enormous cost of running a serious search enterprise.

Such an idea is still being raised inside Yahoo, although it seems more nostalgic than a realistic possibility, given the enormous price and, more importantly, the departure of the company’s core search engineers in recent years.

That doesn’t mean Yahoo under Mayer can’t be key to helping solve Microsoft’s search tech problems. She certainly knows the entire arena, which has already given Yahoo increased credibility among Microsoft’s search engineers.

“None of Yahoo’s many CEOs knew anything about search technology and that’s certainly not the case here with Mayer,” said one person close to the situation at Microsoft. “When she walks in, she instantly has status among the geeks as someone who knows what she’s talking about.”

It still may be a losing battle, due to Google’s overwhelming dominance, but if anyone at Yahoo can spot areas of even small improvement — which can yield big returns — it could be Mayer.

In addition, she can spearhead Yahoo’s own efforts to reverse — or perhaps simply stop — search market share declines via delivering a better consumer offering.

That’s still heavy lifting, no matter the exec, since both Microsoft’s Bing and Google are better equipped to win here, too.

“It hard to imagine we are going to slow down in any way,” said one former colleague of Mayer’s at Google to me recently in a rather ominous tone. “We’re only going to get more competitive.”

Pressure much?

And more: Mayer is under a time limit, since guaranteed payments Microsoft agreed to pay Yahoo for the shortfalls on what was promised will be running out next year. The pair has renegotiated that deal before, and it will likely have to do so again.

Of course, Mayer could try to walk and threaten to take Yahoo’s search business elsewhere, a move that former CEO Scott Thompson was mulling before his ouster.

That’s not a surprising ploy, except it is probably impossible to pull off, a fact acknowledged by top Yahoo execs.

“It might feel good to say we have options in search,” said one person close to the situation. “But that ship sailed years ago.”

Indeed, especially since Google is the only choice of possible alternate partners and such a move is rife with major obstacles.

There is the issue of the contract with Microsoft, which could lead to a potentially explosive legal struggle Yahoo can ill afford.

“They can try to get out of the deal,” said one high-ranking person at the software giant. “But that’s a lot easier threatened than done.”

And, there is the clear regulatory hairball any search hook-up between Google and Yahoo would lead to.

That’s happened before, which Mayer knows well since she was a top exec in Google’s business when it tried to partner with Yahoo as a way to prevent Microsoft’s hostile takeover bid for the company.

While times might have changed, Google is currently facing a likely battle with the Federal Trade Commission over its powerful search business, and trying to get Yahoo’s business now is a non-starter.

Thus, finally fixing the Microsoft partnership is key to Mayer’s success since it represents a little over one-third of revenue of Yahoo (see the chart below).

The bigger part of Yahoo’s business, as you can also see from the chart, has been display revenues. And that, too, has been a sorry tale of declines and ever more disappointing results.

A report by eMarketer on display market share had this depressing chart for Yahoo:

As is clear, the march downward for one-time leader Yahoo has been swift, and the prospects for the future are worse as Google and Facebook vie for leadership.

The reasons for this have been myriad, but Mayer has apparently decided that it’s been due in large part to the broken Yahoo ad tech platforms and their ever weaker performance.

As we have previously reported, she has determined that it’s now time to invest in improving them, both by funding internally and external acquisitions.

For that, she has formed a tight group of execs to scan the landscape for tasty and innovative treats for Yahoo to gobble up.

That includes: Scott Burke, SVP of Yahoo’s advertising and data platforms; Brian Silver, who runs the company’s Right Media Exchange; Xuhui Shao, a key engineering VP under Burke; and Mark Morrissey, the longtime tech exec who previously ran the company’s search business and was key to integrating the Microsoft search deal into place.

The cerebral Burke especially has been pushing ad platform improvement for a while and finally seems to have won the battle against detractors of the big and possibly grandiose plan by appealing to Mayer’s interest in not giving up.

Thus, the tabling of plans by Thompson, as well as interim CEO Ross Levinsohn, to outsource some of the automated parts of the display business to Google.

Those talks were very serious, as well as others to sell off Right Media, but they are done for now.

One major issue — the people in charge of the ad platform turnaround could also be seen (and most definitely are) as mired in Yahoo’s legacy of lackluster results and poor performance.

“It is kind of funny that the guys responsible for the decline now have the responsibility for fixing it,” said one source at Yahoo.

It’s a fair point to be made.

But that’s water under the bridge, apparently, since the group has been making the rounds, helped by Yahoo’s M&A execs, with a wide range of companies in many different ad tech area being considered (and some dismissed), including: Mediaocean, Turn, Criteo, PubMatic and Millennial Media.

Millennial is the most interesting, because it is a mobile ad play, where Yahoo is exactly nowhere (to be fair, less than nowhere) after years of botched efforts.

As with other companies, this is a critical arena for Yahoo, and yet one more that Mayer needs to focus on.

Lastly, Mayer has to make sure Yahoo’s premium display business remains strong. This is much more based on relationships with large advertisers than on major sponsorship and branding offerings, as well as creating consumer products and content that is appealing to marketers.

This area is now headed up by former Google exec Michael Barrett, who has publicly said he was staying put for now at Yahoo as its chief of revenue.

In fact, because he is in charge of all sales, he occupies the second slot under Mayer on Yahoo’s now strangely configured, punctuation-impaired and information-free management page.

But numerous sources inside and outside Yahoo said Barrett has also told many people that he is still not fully committed to staying in the role for the long haul.

If he eventually gets a lucrative exit package — something the new boss is not being very generous with overall, said sources — that will mean Mayer will need a high-profile and well-regarded ad exec to replace him; sources said Mayer has already begun reaching out to some candidates.

The pickings are slim, with only a few names on the list of those capable of taking on such a job. That includes: Demand Media’s Joanne Bradford, who was also a former top Yahoo exec; Microsoft’s Yusuf Mehdi; OWN’s Kathleen Kayse; MLB.com’s Bob Bowman; and any number of Google execs.

In that regard, as with all the other search and advertising overhaul efforts at Yahoo, it is a matter of attracting serious talent into the company going forward.

More on that — and more — to come.

According to several sources, Yahoo is now on the hunt for a COO — with special emphasis on someone with turnaround experience — presumably to be a worker-bee No. 2 to product-guru CEO Marissa Mayer.

Several Silicon Valley execs and others outside of tech have been contacted by Spencer Stuart, the executive talent firm that is working on a number of other exec searches for Yahoo.

It is not clear if Mayer is on board this plan for a COO and other sources said she has different ideas for the management organization at Yahoo, including an elaborate general manager system that is similar to that at Google. Mayer, who come to Yahoo from the search giant, has put a lot of practices from her former employer in place, from free food to weekly all-hands meetings to more stringent hiring.

In any case, those candidates contacted recently have been told that the company is looking for a top exec with a focus on restructuring and also finance. Presumably, in this scenario, Mayer will focus on product and innovation — her strengths — while the COO would perhaps be responsible for making the trains run on time on the business side of Yahoo. A plethora of employees who have met with her have stressed her intense interest in products, which is mirrored by much less attention to more mundane business issues.

Perhaps the highest profile COO hire of a similar sort has been Facebook’s Sheryl Sandberg, who was brought in at a dicey time for the social networking site to work on the business while co-founder and CEO Mark Zuckerberg focused on its product.

Such an exec could be a good idea, since — despite the wide latitude Mayer has been given to make changes — Yahoo can not afford much damage to its current operations as Wall Street investors wait for her strategy to reinvigorate the company.

In fact, a recent filing in which Yahoo said Mayer was rethinking its promise to return a $4 billion-plus cash windfall from the sales of assets in China to shareholders caused the stock to drop quickly, largely due to a decided lack of information about what she planned to do with the money.

It will be interesting to see who would be intrigued by the mammoth job of helping fix Yahoo, since most think the process will inevitably include major layoffs.

Spencer Stuart’s Jim Citrin worked on the troubled tech giant’s recent CEO search, which ended up in the hiring of the high-profile Google exec. Mayer’s hiring was a public relations coup for Yahoo’s board, especially its large shareholder Dan Loeb of Third Point.

Mayer herself has also been reaching out to her extensive circle of colleagues at Google and elsewhere in tech to come help her turn around Yahoo. Most recently, she has been trying to hire a former Googler Katie Jacobs Stanton, who once worked with Mayer and now runs international efforts for Twitter.

At the same time, several top execs have left Yahoo since Mayer arrived as she conducts a house cleaning and puts her own team into place. That has included its former interim CEO Ross Levinsohn and HR head David Windley. More such departures are expected.

Mayer has also kept execs, including making interim general counsel Ron Bell the permanent one last week. She has also relied heavily on Yahoo co-founder David Filo.

But her new hires have mostly been lower-level ones, made up of staff who had been close to her at Google.

I would ask for comment from Yahoo, but one of those Mayer newbies at Yahoo — Anne Espiritu, who appears to be a ghost — is still sitting on a number of my and other reporter’s requests to comment on various issues that have been completely unanswered. I have now decided to move onto the other two — Patricia Moll Kriese and Andrew Schulte — to see if they disappear too.

When I was in New York last week, I got a chance to sit down with AOL CEO Tim Armstrong, the former not-Marissa-Mayer Googler, to talk about how it’s going in his thankless efforts to turn the New York-based Internet company around.

Unlike Mayer, who is just getting started at fixing what ails Yahoo, Armstrong has been at the job for some time now and finally seems to be getting some traction.

He talked about that and more in a video interview with me (which we did at Manhattan media-maven lunch spot Michael’s), including how it’s going with his always watchable acquisition of the Huffington Post and its eponymous founder Arianna Huffington.

Armstrong was feeling upbeat due to recent improvements in AOL’s business, as well as the lucrative sale of some patents and a victory over an activist shareholder proxy battle.

But, as usual, investors will need to focus on AOL’s performance, which will be on display in the morning when it reports its second-quarter earnings tomorrow at 5 am PT.

AOL beat expectations by 11 percent in the last quarter and Wall Street analysts expect the company to earn 10 cents per share, which has been guided down recently.

Still, because of all the recent good news, AOL’s stock has been up 82 percent since the beginning of the year, although it did drop 1.6 percent this past week.

Also important to tomorrow’s report is whether AOL can stem persistent revenue decreases in this quarter. Analysts are now expecting revenue of nearly $519 million for the period.

Here’s Armstrong chatting about the possibility that he can finally say that his long-suffering turnaround is actually turning:

]]> http://allthingsd.com/20120724/with-aol-set-to-report-q2-earnings-tomorrow-tim-armstrongs-feeling-closer-to-fine-video/feed/ 0 http://allthingsd.com/20120701/hp-enterprise-sales-veteran-frank-rauch-leaves-we-got-your-memo/ http://allthingsd.com/20120701/hp-enterprise-sales-veteran-frank-rauch-leaves-we-got-your-memo/#comments Sun, 01 Jul 2012 15:10:46 +0000 Arik Hesseldahl http://allthingsd.com/?p=226465 Frank Rauch, a key executive in Hewlett-Packard’s enterprise sales organization, is leaving the company for a position at VMware, according to an internal email sent to HP employees Friday, and forwarded to AllThingsD by a source.

Rauch had been vice president and general manager for the channel sales operation in the Americas, within the former Enterprise Server, Storage and Networking Group (ESSN). (Channel sales is the part of the sales operation that sells primarily through third parties.) He came to HP by way of its 2002 acquisition of Compaq Computer, which he joined way back in 1988, when it was still a start-up. He has been based in Philadelphia.

The ESSN business was recently rechristened the Enterprise Group after a reorganization announced in March by CEO Meg Whitman, and was placed under Executive Vice President Dave Donatelli, who immediately set about shaking up his team. Donatelli talked about what’s going on in the Enterprise Group in an interview with AllThingsD last month.

Upheaval in the executive ranks has been the name of the game at HP since Whitman starting wrestling with the details of what is probably the most daunting effort at a corporate turnaround in recent memory. The current centerpiece of the turnaround effort is the reduction of 27,000 jobs across HP, including about 5,000 voluntary retirements.

Initially, investors liked what they saw; however, HP shares have since traded at the lowest level they’ve seen in more than seven years.

Rauch announced his departure via Twitter on Friday. His new position will be VP of channel sales at VMware. His farewell email to HP colleagues is below:

Last day at HP today. My sincere thanks to all who have supported me over the last 24 years. A tremendous run with a tremendous company. S…

June 29, 2012 11:27 am via LinkedInReplyRetweetFavorite

@FrankRauchHP

FrankRauchHP

From: Rauch, Frank
Sent: Thursday, June 28, 2012 3:18 PM
Subject: Farewell

As many of you are already aware, Friday will be my last day at HP. Over the years I have read many farewell e-mails but never really thought about what mine might say. So, here it is:

It is hard to believe I walked out of IBM Headquarters to join a small startup called Compaq 24 years ago. I was hired as 1 of the first 6 reps calling on end-users. I have been extremely fortunate to enjoy a great career ranging from running the global Pharmaceutical team, North Atlantic, Mid-Atlantic, Southeast Areas , spending a year in strategy and planning and finishing my career by leading the ESSN Channel team for the last 5-1/2+ years. It still seems like yesterday. 24 years, over 12 as a VP, and I have never moved from Philadelphia.

Thank you for the leadership, guidance, work ethic and friendship you have given me over the years. It has been a tremendous run.

The time has come for me to move on and begin a new chapter. This decision was not made lightly by me or my family. HP is a great place to work with strong leadership and a bright future. I sincerely wish you all tremendous success. Please feel free to cascade this e-mail if I missed anyone.

I would welcome the opportunity to keep in touch with all of you. My personal e-mail is [deleted] or you can easily find me on LinkedIn or Twitter.

Thanks for helping me grow personally and professionally.

Carpe’ Diem

Frank Rauch

]]> http://allthingsd.com/20120701/hp-enterprise-sales-veteran-frank-rauch-leaves-we-got-your-memo/feed/ 0 http://allthingsd.com/20120524/with-stock-close-to-all-time-high-aol-tells-activist-shareholder-to-go-to-well-you-know/ http://allthingsd.com/20120524/with-stock-close-to-all-time-high-aol-tells-activist-shareholder-to-go-to-well-you-know/#comments Thu, 24 May 2012 22:06:10 +0000 Kara Swisher http://allthingsd.com/?p=212278

AOL filed an investor presentation with the Securities and Exchange Commission today tooting its own horn, in prep for its upcoming annual meeting in which it is still facing a proxy challenge.

In a nutshell, readying to battle an alternate slate put up by Starboard Value: Our stock more than doubled from all-time lows of last summer; our turnaround is turning; we sold a buttload of patents that netted us a truckload of cash; and, of course, we’re not going to settle like Yahoo did with Daniel Loeb of Third Point, because CEO Tim Armstrong’s resume is fine and dandy, thank you very much!

(Okay, I made up the last one, but I am peckish today.)

In any case, AOL shares have indeed been on a fast upward move since the $1 billion patent sale, up 103 percent in the last six months, to close at $27.61 today.

Enjoy the pretty AOL slides:

AOL_Investor_Deck_May24

AOL-20120524-DFAN14A-0

AOL_Investor_Presentation_Release_May24

]]> http://allthingsd.com/20120524/with-stock-close-to-all-time-high-aol-tells-activist-shareholder-to-go-to-well-you-know/feed/ 0 http://allthingsd.com/20120513/exclusive-yahoos-thompson-out-levinsohn-in-board-settlement-with-loeb-nears-completion/ http://allthingsd.com/20120513/exclusive-yahoos-thompson-out-levinsohn-in-board-settlement-with-loeb-nears-completion/#comments Sun, 13 May 2012 15:59:24 +0000 Kara Swisher http://allthingsd.com/?p=207290

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

]]> http://allthingsd.com/20120513/exclusive-yahoos-thompson-out-levinsohn-in-board-settlement-with-loeb-nears-completion/feed/ 0 http://allthingsd.com/20120501/shes-baaaack-carol-bartz-opines-at-wsj-womens-conference/ http://allthingsd.com/20120501/shes-baaaack-carol-bartz-opines-at-wsj-womens-conference/#comments Wed, 02 May 2012 04:43:45 +0000 Lauren Goode http://allthingsd.com/?p=201905 Former Yahoo CEO Carol Bartz provided plenty of color for writers and bloggers during her tenure at the company, but during an interview session at The Wall Street Journal’s Women in the Economy Conference in Palm Beach this morning, she took a decidedly reflective — albeit still candid — tone.

WSJ Deputy Managing Editor Alan Murray asked Bartz about the earlier stages of her career, before turning the talk to Yahoo.

A video clip is below, but here are some key quotes:

On her time at Yahoo:

“Turnarounds take a long time, and that kind of turnaround — and when I say that kind, you have an integrated culture and we were trying to change it. And the thing is that anyone that’s running a company that is so attractive to the media — our life was in a glass house.”

On the Yahoo board:

“You have a lot of people helping you with what you should do. That’s what boards get to do. They get to hire and fire CEOs. And now I get to be a big girl and say, ‘I don’t think you should have done that, but …’”

On calling the Yahoo board members “doofuses” after they fired her:

“Do you know what that means? Clueless. That’s all it means, clueless. It’s just a nice word.”

On her penchant for cursing:

Bartz said if she could change things about her experience at Yahoo, she might have cussed less.

“You did say the F-word a lot,” Murray said.

“And Jack Welch didn’t?” Bartz shot back.

“The three things that, every time they said my name, they said, ‘Carol Bartz, 60,’” she added, referencing her age. “‘Carol Bartz, 60’ and ‘salty mouth.’ Somehow, these things just got attached to me …”

On life in the new-media fishbowl:

Bartz said that when she spoke, her employees were tweeting and video-recording her every move.

“The way you manage your company and the way you manage your people has to be totally different,” she noted.

On taking cues from Apple::

“The most successful company in Silicon Valley is Apple, and they’re the most secretive. Think about that.”

Bartz, of course, wasn’t completely curse-free during the session, saying that part of her motivation in becoming a CEO was that she “could actually impart my values if I was CEO. And I wouldn’t have to work with —holes any more.”

And during an audience Q&A yesterday evening, following the conference’s kick-off interview with General Motors CEO Dan Akerson, Bartz stood up and told Akerson, along with the rest of the crowd, that she didn’t believe enough women supported other women in business.

“There are so few positions for women available that they have to be über-competitive,” Bartz stated.

When I later ask Bartz what her thoughts were on new Yahoo CEO Scott Thompson’s performance so far, she replied: “No comment,” after saying she still “loves” Yahoo.

“I miss it,” Bartz said.

Here’s the video of Bartz being interviewed:

]]> http://allthingsd.com/20120501/shes-baaaack-carol-bartz-opines-at-wsj-womens-conference/feed/ 13 http://allthingsd.com/20120428/the-1-2-billion-inside-story-of-how-demand-almost-went-private-this-week-and-then-didnt/ http://allthingsd.com/20120428/the-1-2-billion-inside-story-of-how-demand-almost-went-private-this-week-and-then-didnt/#comments Sat, 28 Apr 2012 18:02:46 +0000 Kara Swisher http://allthingsd.com/?p=200988

According to sources close to the situation, Demand Media was deep into discussions with a private equity firm to complete a deal that would have taken the online content company private, nearing a price that was double its current value.

But Demand abandoned the effort this past week — which was born from an aggressive attempt by Boston-based Thomas H. Lee Partners to purchase the company for a price of up to $1.2 billion. That was due to a number of challenges, including complications related to its financing and the ability to retain executives in its aftermath.

The move on Demand by private investors is perhaps no surprise, and is part of a wider trend related to some Internet companies whose stocks have a depressed value relative to the worth of their assets.

Among companies having been and also being evaluated by private equity firms, whose business it is to turned the undervalued into a goldmine: Yahoo and AOL.

And also Demand, which is now worth only $605 million, a market cap that is off 65 percent since it went public in February 2011. Shares now trade at $7.25 each.

That depressed share price has been due to a number of issues, most especially changes to Google’s search algorithm to improve results. Called Panda, the changes at the search giant — a critical partner of Demand’s — has cut traffic to its major content sites and also called into question its ability to monetize its scaled editorial efforts.

Such a situation is nearly irresistible to PE firms — in this case, Lee, which approached Demand.

Several sources said that the board threw out a hefty number that it assumed would shut down any interest and the pair began talking with an initial offer to take the company private at $11.28 a share.

That equals close to $1 billion for Demand, which also has more than $100 million in cash. But sources said Lee and Demand also discussed the addition of a large loan as part of the ongoing discussions, for possible acquisitions related to a content roll-up strategy it had, which would bring the total up to $1.2 billion.

One source underscored that the board of the Santa Monica, Calif., company had no interest or intention to sell the business, but that the premium was large enough that it engaged.

The deal from Lee, which also included a strategy of splitting up the content arm from Demand’s lucrative domain-registar business.

There were also large cash-out provisions for major shareholders, as well as for CEO and co-founder Richard Rosenblatt.

Thus, the two sides engaged intensely in the last several weeks in crafting an agreement, although the devil would prove to be in the details.

One big issue is that taking Demand private was still a big financial commitment for Lee — which tried to engage some of its limited partners in the transaction — as well as other investors, including Silicon Valley’s Marc Andreessen.

That proved harder than Lee thought, said sources, with some balking at the firm’s ability to make a big enough score on the possible turnaround.

“It was hoped it would be a Skype situation, but there were worries,” said one source, referring to the blockbuster sale of the Internet telephony company by private investors to Microsoft for $8.5 billion last year. That deal was widely considered a PE home run, given the excessive premium paid for it.

Demand’s challenges increasingly worried the firm as it moved forward, sources said, causing it to reevaluate its earlier bid several times.

Also a worry: Retaining major talent, including Rosenblatt and others, after they sold large chunks of their equity.

After Lee asked for more time to complete the financing, Demand ended the talks last week.

Another source, as is typical in these endings, said it was the Lee that walked away (who knows and, really, who cares — both sides were engaged seriously).

One thing was true: “Demand was definitely at the altar, but it did not get to the vows,” said one source.

Another source noted that the board also determined that Demand’s situation was improving, and that new trends are showing that the bottom might be been reached. The company reports its first-quarter earnings on May 8, which is expected to show some traction related to its many challenges.

“There is nothing Lee could do that Demand could not do for itself,” said one person. “So throwing in the towel seemed premature for now.”

Lee declined to comment, as did Demand.

]]> http://allthingsd.com/20120428/the-1-2-billion-inside-story-of-how-demand-almost-went-private-this-week-and-then-didnt/feed/ 0 http://allthingsd.com/20120224/proxy-ho-like-yahoo-aol-could-face-alternate-board-slate-from-irked-investor-as-early-as-today/ http://allthingsd.com/20120224/proxy-ho-like-yahoo-aol-could-face-alternate-board-slate-from-irked-investor-as-early-as-today/#comments Fri, 24 Feb 2012 09:46:25 +0000 Kara Swisher http://allthingsd.com/?p=177627

Have you never heard of Starboard Value?

Me, either!

But the New York activist fund is readying to make a splash as soon as today, several sources said, if it follows through on the expected naming of an alternate board to challenge AOL.

Saturday is the official deadline to nominate directors to the board of AOL, also based in New York, which will have all eight up for reelection.

Sources said Starboard has talked to several Internet types, but that it has plans to put up a slate made up more of Wall Streeters to present at the company’s annual meeting later in the year.

In a filing last week, Starboard said it had been in discussions with AOL management about its concerns, so it is certainly possible the investor and the company could come to some agreement over board seats and strategic direction before it gets Yahoo-ugly.

That would make it a kind of an East Coast proxy battle version of what’s been going on over at Yahoo and its tussle with Third Point’s Daniel Loeb. He recently followed through on long-expressed unhappiness with the Silicon Valley Internet giant, and named a slate of directors — including well-known media exec Jeff Zucker — to replace current ones there.

The same kind of thing has been in the works at Starboard, which sent a letter in late December to AOL CEO Tim Armstrong, saying his much-touted strategy around content was not a good one for investors.

Like Loeb at Yahoo, Starboard is one of AOL’s largest shareholders, with a stake of just over five percent.

The letter signaled an increasing impatience with the pace of Armstrong’s turnaround efforts, which are still in turnaround. Meanwhile, AOL’s stock has rebounded from last summer’s lows of near $10 a share.

The stock is up more than 22 percent this year, to $18.44. But that’s still down almost 20 percent from when AOL spun off from Time Warner and went public in late 2009.

The grumpy (and opportunistic) Starboard entered the picture late last year.

According to The Wall Street Journal:

“Starboard, which focuses mainly on small-cap companies, was spun off from Cowen Group Inc.’s Ramius Capital LLC in March. In October, the fund successfully waged a proxy fight against hair-salon chain owner Regis Corp. when three of its director nominees were elected to Regis’s board. AOL, which was spun off from Time Warner Inc. in 2009 after a failed merger, is its most high-profile target yet.”

One of the investment fund’s bugaboos is Patch, the local news network that AOL has sunk a lot of dough into. Also under fire is Armstrong’s content efforts and the pace of its display advertising sales, including the high-profile acquisition of the Huffington Post and TechCrunch.

I have emails into all the bigs at AOL and Starboard, so we’ll see who calls back first, if at all.

]]> http://allthingsd.com/20120224/proxy-ho-like-yahoo-aol-could-face-alternate-board-slate-from-irked-investor-as-early-as-today/feed/ 0 http://allthingsd.com/20120104/confirmed-yahoo-names-paypal-head-scott-thompson-as-new-head/ http://allthingsd.com/20120104/confirmed-yahoo-names-paypal-head-scott-thompson-as-new-head/#comments Wed, 04 Jan 2012 14:08:53 +0000 Kara Swisher http://allthingsd.com/?p=159711

As I reported late last night, Yahoo said it had named PayPal President Scott Thompson as its new CEO. The exec is currently in charge of the large eBay online payments unit.

He’ll start next week, but there are staff conference calls today and also an all-hands meeting on Yahoo’s main Silicon Valley campus (meet at URLs, troops!) tomorrow.

Yahoo shares are down almost three percent on the news so far, as Wall Street has been hoping for a big sale of some sort and not another turnaround.

Yahoo will be holding a 7 am PT press conference about the move and presumably to swan around Thompson.

(Welcome, Scott! I hope you were informed — please do not listen to what co-founder Jerry Yang says on this important issue — that you are supposed to send all internal memos to me! Also, as one of my Twitter followers, Mike Dudas of Google just tweeted: “If Thompson leads companies as well as he grows a moustache, Yahoo made a great CEO choice!!” I concur.)

A Yahoo PR person confirmed the hire very cordially in a phone call early this morning and the Internet giant also put out a press release.

So did I, of a sort, last night. Given I am too tired to rewrite myself, here is what I had reported:

The company fired its last CEO, Carol Bartz, in September, and Yahoo has been run by the board and also by interim CEO Tim Morse, who had previously been its CFO.

After Bartz’s ouster, Yahoo said it was looking at a range of strategic options, including the possible sale of all or part of the company.

That was the focus at first, although Yahoo had simultaneously hired Heidrick & Struggles to look for a new CEO.

The company attracted two partial investment bids from private equity firms, Silver Lake and TPG Capital, but shareholders were unhappy with the low prices of these so-called PIPE — Private Investment in Public Equity — arrangements.

Yahoo then moved to try to strike a tax-advantaged deal with its long disgruntled Asian partners, China’s Alibaba Group and Japan’s SoftBank, to sell back parts of the large stakes it has long owned in Alibaba and Yahoo! Japan.

Those complex negotiations are still ongoing and look promising, which could yield Yahoo billions of dollars in capital to be given to investors, for stock buybacks or to invest in new initiatives.

Since then, the board — long considered one of the more cloddish in tech — has turned its attention to hiring a new CEO, in the hopes of trying once again to revive its flagging fortunes.

Thus, it began looking to hire someone with deep tech experience at a large public consumer Internet company in Silicon Valley.

That narrowed the field, with Yahoo looking at a range of choices with expertise in advertising, technology platforms and more.

There is a lot of that on the deep bench that eBay CEO John Donahoe has assembled at the online commerce giant, including Thompson.

Plus, he is a genuine Internet geek.

According to his eBay bio, Thompson became president of PayPal in early 2008, after serving as its CTO in charge of information technology, product development and architecture.

Before eBay, he worked at Inovant, a subsidiary of Visa formed to oversee global technology for the organization. He was also CIO of Barclays Global Investors and has worked at Coopers and Lybrand on information technology.

And here’s a tasty new wrinkle: Thompson recently “liked” Yahoo on his Facebook page, along with the decidedly more interesting Kickstarter and Splunk.

Again, Scott, thanks for the Facebook tip — I knew the social networking site could come in handy!

(Also, here is an interview I did with him post-announcement.)

And here is Yahoo’s official press release where Yahoo Chairman Roy Bostock says nice stuff about Thompson:

YHOO_News_2012_1_4_General

]]> http://allthingsd.com/20120104/confirmed-yahoo-names-paypal-head-scott-thompson-as-new-head/feed/ 0 http://allthingsd.com/20111027/aols-biz-dev-svp-and-strategy-chief-heads-to-spotify/ http://allthingsd.com/20111027/aols-biz-dev-svp-and-strategy-chief-heads-to-spotify/#comments Thu, 27 Oct 2011 07:19:15 +0000 Kara Swisher http://allthingsd.com/?p=137184

Jared Grusd, AOL’s SVP of business development and chief of strategy, is leaving the New York Internet giant to work at Spotify, according to sources close to the situation.

At AOL, according to his bio, Grusd “oversees the organization responsible for all domestic and international strategic partnerships and commercial alliances for AOL and each of its operating units. He is also responsible for identifying and evaluating new corporate strategies and opportunities for the company.”

The marathon fiend and former Google exec — who held top legal-deal jobs there — also serves on AOL’s Executive Management Team.

It is not clear what the well-respected Grusd will be doing at the online music service, which has been expanding its executive ranks as it has moved aggressively into the U.S. market. But sources said it was a high-level position in New York.

Spotify recently hired former Clear Channel exec Gerrit Meier as GM of distribution and partnerships, reporting to U.S. head Ken Parks.

Spotify also just scooped up former AOL sales head Jeff Levick — another Google alum — as its chief advertising officer.

The departure of Grusd further thins out the exec ranks at AOL, which is still mired in a turnaround under the leadership of CEO Tim Armstrong (yes, he too is a former Googler!).

I lobbed a query into AOL PR for comment, and am awaiting news of my news.

]]> http://allthingsd.com/20111027/aols-biz-dev-svp-and-strategy-chief-heads-to-spotify/feed/ 0 http://allthingsd.com/20110930/kodak-hires-restructuring-lawyers/ http://allthingsd.com/20110930/kodak-hires-restructuring-lawyers/#comments Fri, 30 Sep 2011 20:05:39 +0000 Mike Spector and Dana Mattioli http://allthingsd.com/?p=127040 Eastman Kodak Co. has hired law firm Jones Day for restructuring advice as it faces growing concerns from investors over its turnaround prospects, people familiar with the matter said.

The move to hire restructuring lawyers signals Kodak is intensifying efforts to ensure it has the financial wherewithal to complete a difficult strategic and financial revamp. Shares in the 131-year-old company have lost around a third of their value this week following Kodak’s disclosure that it pulled $160 million from a credit line.

Read the rest of this post on the original site »

]]> http://allthingsd.com/20110930/kodak-hires-restructuring-lawyers/feed/ 0 http://allthingsd.com/20110916/what-was-behind-the-timing-of-yahoo-ceo-carol-bartzs-abrupt-ouster/ http://allthingsd.com/20110916/what-was-behind-the-timing-of-yahoo-ceo-carol-bartzs-abrupt-ouster/#comments Fri, 16 Sep 2011 21:31:52 +0000 Kara Swisher http://allthingsd.com/?p=121210

In the end — the bitter end, that is — there really is no good time to fire someone.

But the timing of the ouster of Carol Bartz as CEO of Yahoo is one of the more curious things about the corporate mishegas at the Silicon Valley Internet giant of late.

That included drastically moving up the clock on Bartz, which was not part of a plan until recently. In fact, several sources were told only last month by Yahoo board members that evaluation of her status — her contract ended at the beginning of 2013 — would not take place until the end of 2011.

That obviously changed.

And, because it is Yahoo — which never met a crisis situation it could not hopelessly complexify — there are numerous and conflicting accounts about the reasons it was done so quickly and abruptly.

They include the board’s feeling that Bartz had not responded to their requests for a credible strategic plan; worries that she would not ever meet annual performance goals, including improving its stock price; upcoming weak third-quarter numbers, which will continue a troublesome downward trend in Yahoo’s key advertising business; and, perhaps most intriguingly, the need to make a move before it was revealed that another activist investor, this time Third Point’s Daniel Loeb, had decided to target Bartz and the Yahoo board.

One thing is certain: The firing of Bartz was messier than it needed to be, mostly because several sources said she was caught unawares.

“She did not know it was happening, even if she probably should have seen it coming,” said one person familiar with the situation. “And she had no allies at the company to warn her, either.”

Indeed, at the time Bartz was fired over the phone by Chairman Roy Bostock — who had until late this summer been her fervent supporter — she was set to appear at a high-profile Citigroup investor conference in New York.

“It had to happen then, because you can’t put a CEO in front of investors and analysts and then fire her soon after,” said one person close to the situation.

Actually, former Yahoo CEO Terry Semel stepped down only days after appearing at the company’s annual meeting and telling the gathering he was in for the long haul.

The Loeb problem also played a part. According to several sources, while Loeb did not surface until after Bartz’s firing, several directors and Silicon Valley players were aware of his plans to target Yahoo.

While Loeb was not the more heavyweight threat that activist investor Carl Icahn had been in the past, sources said he was planning to call for Bartz’s firing, as well as a board re-do.

The large part of the reason for letting her go finally, of course, centered on not meeting performance goals set by the board.

While the overhaul of a hairball of systems and a rejiggering of staff was quickly done by the longtime and experienced manager, the turnaround and renewed product innovation promised by Bartz was slow in coming.

In addition, advertising sales results had worsened and recent quarterly reports showed little progress.

To remedy the situation, directors had asked Bartz to present a strategic plan earlier this year, which she did with the help of top execs. It further underscored the idea of Yahoo as a top-level digital media company.

But the board pressed for more details and felt Bartz was not the right exec to carry out the kind of dramatic renewal of Yahoo that is needed.

Looming, too, was the third-quarter earnings results on October 18, which sources said will show continued weakness at Yahoo.

For that, it’s likely the fired Bartz will get the blame, giving the board — which is also being criticized by large shareholders and others — a bit of breathing room as it figures out what to do next.

In other words, with no good news to report, the Yahoo board decided to deliver some bad news to Bartz.

(In related news, according to an 8-K filing by the company, interim Yahoo CEO and also CFO Tim Morse got a small bump in base salary from $600,000 to $750,000, effective September 15, 2011.)

And here is a video I did on WSJ.com’s Digits show yesterday about the buyer interest in Yahoo I previously wrote about, as well as its weak board:

]]> http://allthingsd.com/20110916/what-was-behind-the-timing-of-yahoo-ceo-carol-bartzs-abrupt-ouster/feed/ 0 http://allthingsd.com/20110721/as-ceo-bartz-fiddles-with-turnaround-yahoos-stock-value-burns/ http://allthingsd.com/20110721/as-ceo-bartz-fiddles-with-turnaround-yahoos-stock-value-burns/#comments Thu, 21 Jul 2011 14:05:36 +0000 Kara Swisher http://allthingsd.com/?p=101057

Yahoo — which turned in yet another disappointing second quarter on Tuesday, but with all new excuses for the continuing decline in revenue — is now getting toasted by Wall Street.

That would be the marshmallow — and not the champagne — kind.

The stock of the Internet giant dropped below $14 a share, to close at $13.48 yesterday, after the company said its display advertising business in the U.S. was hard hit.

Today, it’s already down even further.

That’s close to an eight percent haircut for the past two days and a decline of 20 percent for the past three months.

In that same three months, Google is up over 13 percent, Microsoft is up over five percent, Amazon is up over 17 percent and Apple is up 13 percent.

You get the general idea here.

The decline means Yahoo’s market value is now only $17.5 billion, and more than two-thirds of that value is accounted for by its Asian assets (more than $9 billion) and cash ($3.3 billion).

That means its other properties are worth just above $5 billion now.

And while CEO Carol Bartz tried again — in a conference call with analysts after the earnings were released — to portray the situation as another part of her never-ending turnaround of the company, the issues at Yahoo are not new.

They range from display weakness to search declines to a talent drain to ineffective marketing to the lack of a consistent and fast-developing pipeline of innovative products to its flaccid board.

The earnings mess — no surprise, given estimates going forward were also missed — was seized on by investors and the press. (See, it’s not only me!)

In a column earlier this week in Forbes, titled “Carol Bartz’s 8 Blind Spots That Sunk Yahoo,” longtime and noisy Yahoo critic Eric Jackson noted:

“[T]he Bartz hiring is a cautionary tale to all boards and investors: An over-confident ex-CEO with no industry experience can make a bad company worse before things get better.”

But perhaps more damaging was a post today in The Wall Street Journal’s Heard It on the Street column by Martin Peers, titled: “Yahoo’s Unsurprising Surprise.”

It began with the cutting line: “Talk about having a credibility gap on display.”

Then it got worse:

“Admittedly, it may be that Yahoo has dropped off the radar screens of so many investors that this latest episode can’t do further damage. Certainly, aside from cutting costs, Ms. Bartz’s turnaround plan for Yahoo remains stillborn.”

That might be too kind if the stock continues to decline, a development that — in turn — might once again begin the speculation of Yahoo as a takeover target.

Which, if that could manage to get Yahoo shares back up, might be a reason to break out the bubbly.

A Yahoo spokeswoman declined to comment, which — given stock prices are what they are — is probably a good idea.

]]> http://allthingsd.com/20110721/as-ceo-bartz-fiddles-with-turnaround-yahoos-stock-value-burns/feed/ 0 http://allthingsd.com/20110719/liveblogging-yahoo-q2-earnings-call-whos-to-blame-for-the-revenue-rout/ http://allthingsd.com/20110719/liveblogging-yahoo-q2-earnings-call-whos-to-blame-for-the-revenue-rout/#comments Tue, 19 Jul 2011 21:02:54 +0000 Kara Swisher http://allthingsd.com/?p=100052

Yahoo turned in another weak performance in the second quarter, with yet another decline in revenue.

This time it was five percent, compared to last quarter’s six percent. In other words, at least things are looking up as they go down!

While earnings per share rose smartly, Wall Street is still looking for strong sales growth from the Silicon Valley Internet giant, which seems unable to provide it.

Blamed most this time for the revenue fall: Yahoo’s changes in its display sales operations in the key Americas region, reasons for which were largely unspecified in the initial company press release. (You can see the damage in this slide deck from the company here.)

Maybe Yahoo CEO Carol Bartz will explain it all in its upcoming conference call with analysts (or she could try the I-don’t-know approach taken by News Corp. CEO Rupert Murdoch in PhoneGate hearings in Britain earlier today!).

2 pm PT: It starts with the usual regulatory blah-blah, which I always enjoy.

Bartz gets right into it, opening with the key problems with China’s Alibaba Group, as well as its display and search revenue weaknesses.

The fight with Alibaba is over its Alipay payments unit, which was spun out of the Chinese company without Yahoo’s say-so. Yahoo is a big shareholder.

Bartz says that the company was working on a settlement night and day.

But she quickly gets onto how display did not perform as expected in its key Americas arena. “Obviously, I am not happy,” she said.

Obvi! Neither are shareholders, Carol.

She says it was not about new competitive development. It was not about the economy. It was not about engagement.

So what was it? Changes in its sales leadership and organization, says Bartz, which has included talent walking out the door in droves.

A lot more than Yahoo expected, but no surprise to anyone who has been paying any attention to the brain drain at the company.

Bartz promises a new approach to sales, part of its endless turnaround, which is beginning to feel like a digital version of “Waiting for Godot.”

Search revenue, though, says Bartz, was better than expected.

2:11 pm: CFO Tim Morse is on now, running through the numbers and the display shortfall in the Americas region.

“We simply did not have appropriate coverage,” says Morse, noting consumer products, tech and autos as weak spots in the advertising market.

Thank goodness, then, for the guarantees from search revenue in the Microsoft partnership deal.

More numbers and then it is back to Bartz to talk about search, which is going better than the last quarter, when it was the culprit for the revenue decline.

She says that Microsoft and Yahoo were working together to improve the issues.

“We’d like to be further down the road,” says Bartz about the goal of search revenue per search growth, as well as settling all the other problems, such as the Asian issues.

And, by further, I am presuming she means actual forward movement, which is what roads are actually for.

2:27 pm: Q&A time, the part of our program where Wall Street analysts do not ask the questions that need asking (and where I win fancy journalism awards for pointing this delta out!).

Therefore, Bartz is first thanked for providing “color” about the display disaster and is not asked about more specifics of the disaster itself.

The second question still does not get to it either, but she does note Yahoo’s sales force has to sell beyond “Gee, we’re big” and come up with better ad solutions.

“The issue is we did not have enough sales people in front of the big clients,” says Bartz.

That’s because all those former Yahoos are now working at Groupon, LivingSocial, Facebook and on down the line and now in front of big clients for those hotter companies.

2:34 pm: Question about its Asian assets. Yahoo’s talks with Yahoo! Japan and Alibaba are separate, says Bartz, although I would add that they have non-movement in common.

And also a question about Yahoo’s interest in the acquisition of the Hulu premium online video service.

Bartz winks verbally and says nothing, which translates into: Of course, it is interested.

More on the reasons for the display fall-off, which Bartz makes clear is not due to big competitive threats, but internal issues.

Maybe she’s saving big competitive threats as the reason for a revenue decline in the third quarter!

I look forward to the quarter I get the finger pointed at me for causing revenue to fall, due to my snarky posts.

Now, we are into softball questions about improvements in engagement. It’s up, but no one asks why Yahoo is still not doing anything very cutting edge in product innovation compared to competitors.

I believe Google has launched at least 14 new social networks since this Sunday, along with its strong quarterly performance last week. And Apple, well, blew away its quarter today as it is about to release more cool new stuff later this week.

And that might be the crux of the issue for Yahoo, which might not solve its woes by throwing a more focused sales army at the issue.

That’s because Yahoo’s products are simply not nearly has social as Facebook or even Google right now, which might be the true problem as old customers move on to new advertising solutions.

Whatever the reason, Yahoo clearly needs a refresh of its ad products and how it sells them, especially in its fast-growing mobile, video and communications products.

Bartz talks about getting better expertise, a tighter regional focus and other issues of going to market, which is perhaps something she might have realized many, many quarters ago.

After all, she’s been in charge for a while, and these issues are not new.

In fact, in an earlier quarter, Bartz was stressing “tentpole” events and anchor media properties and the power of the size of Yahoo as a selling point.

This was in April, in fact, in the first quarter of this year.

As I wrote then:

“CEO Carol Bartz excited was the Silicon Valley Internet giant’s traffic gusher for big tentpole events such as the Super Bowl and the Oscars. In fact, Bartz practically sounded like a gushy “Entertainment Tonight” flunky when talking to Wall Street analysts about Yahoo’s Oscar news, games and other offerings. She proudly noted the site’s efforts generated more than a billion pages views.”

Now big is out! Moving on!

The last question is another about Yahoo’s talks with its Asian partners.

“It’s complex,” says Bartz.

You can say that again.

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