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How Marissa Mayer Keeps Talent: Meet Yahoo's $18 Million CRO

That is, shall we say, a lot.

In a regulatory filing today, Yahoo attached the employment letter for its current CRO, Lisa Utzschneider, which showed a salary, stock and bonus package that added up to an eye-popping $18 million.

That would be $600,000 for her base salary — although Utzschneider was not yet a C-level exec to start, but head of sales for the Americas — with the possibility of a 90 percent bonus, or $540,000; a $1 million signing bonus; and stock that was valued at $16 million, based partially on performance and largely on a typical four-year vesting schedule. She was hired in late 2014 and promoted last year, racking up a lot of new duties.

Still, this is, shall we say, a lot. Many, many sales execs I have checked with today were dumbfounded (and a little jealous, too). “It’s really over the top,” said one, reflecting a broad consensus of OMFG reaction.

But it is not a surprise to those who know about the big pay packages that CEO Marissa Mayer has been forking over to keep top management from leaving over the last year, even as the company has been laying off a lot of employees. Yahoo has not given a lot of info out about exec compensation, but sources inside the company said that most of the senior staff has been drenched in multimillion-dollar retention packages.

Obviously, the most famous payout was given to one of Utzschneider’s predecessors: Former Googler Henrique De Castro, whom Mayer overpaid to get (despite some very red flags), then fired, and then paid him a king’s ransom in severance. That mess, of course, is the subject of many lawsuits, including a very troubling Delaware case.

In that one, the judge recently ordered the company to fork over documents to investors pissed off about how Yahoo screwed up the whole De Castro tenure.

Here are some ugly bits from the ruling earlier this month, about some questionable behavior around his hiring: “It may be that Mayer’s conduct did not constitute a breach of fiduciary duty, but it is worthy of investigation. Based on the current record, it is not clear why Mayer did these things, and a range of explanations are possible. She may have made an innocent mistake, and if this case ever proceeds on the merits, it might be shown to be inconsequential.”

And on De Castro’s firing: “The same is true for De Castro’s firing, where there is a credible basis to suspect the possibility of wrongdoing by Mayer, the Committee and the Board. The issue at this stage turns on why Yahoo’s fiduciaries agreed to a without-cause termination when a for-cause alternative was potentially available.”

That will presumably all come to light when a variety of buyers get a look at the numbers, as Yahoo’s myriad of also well-paid banking advisers get their acts together in what one potential acquirer called a “glacial” sale process.

So far, standard non-disclosure agreements have gone out, but there is little else in place, such as a data room or a schedule of meetings with management and board members involved in the sale.

The big question: Will Mayer be presenting to those buyers or not?

Until then, you can act like a wary buyer of Yahoo and get a load of these dicey docs:

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