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And Then There Were Four -- The Outlook for Yahoo's Ever-Shrinking Board Remains a Mystery

Along with only CEO Marissa Mayer, the Silicon Valley Internet giant's governing body could fit around a card table.

Yahoo CEO Marissa Mayer certainly seems to be able to find splashy editors for her content sites — personally spearheading an effort to hire big names like makeup mogul Bobbi Brown to run the Silicon Valley Internet giant’s beauty site last week and, as Re/code previously reported would happen, Elle’s Joe Zee to run its fashion site.

But attracting experienced outside board members to oversee a number of critical corporate issues looming for the company in the midst of a turnaround?

Not so much, as yet.

It will be interesting to see if Yahoo announces any board appointments tomorrow at its first-quarter earnings report, which is expected to be lackluster once again.

That’s a pressing issue. With the departures of two of Yahoo’s directors over the last few weeks — Tribune Company’s Peter Liguori and John Hayes, CMO of American Express — there are now only four outside members of the board at Yahoo. It’s a potentially troubling situation given the numerous challenges facing it going forward.

The small clutch of directors left on the Yahoo board include longtime tech entrepreneur Max Levchin; board chairman and longtime tech exec Maynard Webb; retired accounting exec Sue James; and former IAC CFO Thomas McInerney. Mayer, an insider, is the fifth board member.

“It’s really odd in this era to have a five-person public board,” wrote one experienced tech player to me this weekend, among a number of emails I got on the subject, including from several tech public company CEOs. “Virtually impossible due to the committee requirements.”

In contrast, Google and Microsoft each have 10 board members, AOL has nine, Facebook has eight.

Yahoo’s board members now have their work cut out for them, with critical committees that need staffing, including audit and finance, compensation and leadership development and nominating and corporate governance, which now will have only McInerney on it after Liguori and Hayes go.

It’s not that Mayer and the board have not been looking for new board appointees. As I previously reported, Yahoo has been trying to land a number of big names, including prominent tech investor Mary Meeker.

It is part of an effort to add at least two independent directors with tech, media and public company experience. The latter is a glaring absence on the board, especially since Yahoo is in the middle of a very public restart that has yet to catch fire in terms of growing its core business.

Experienced hands on the board are also important, since Mayer is a first-time CEO who brought with her little governance or deep business experience when she worked at Google on some of its key products, including search.

One issue, according to those familiar with the search, is the amount of time a Yahoo directorship — though well paid — would require. Levchin, added in late 2012, was the last member added to the board.

Sources inside Yahoo told me that the search has been a top priority, especially since the company has some important decisions to make after it gets a pile of money in the wake of the upcoming IPO of China’s Alibaba Group. Yahoo has to sell half of its 24 percent stake in the public offering, which will yield it billions of dollars in cash.

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