Yahoo! Chief executive Marissa Mayer.

San Francisco - Yahoo! proposed three new directors to shore up its dwindling board, as chief executive Marissa Mayer continues to revamp the Web portal.

Yahoo said in a statement yesterday it will nominate co-founder David Filo, Charles Schwab Corporation Chairman Charles Schwab and former Wal-Mart Stores chief executive Lee Scott to its board.

Adding the three, who will be voted on at the annual meeting on June 25, would bring the number of directors to eight.

Yahoo’s board has undergone numerous changes since Mayer became chief executive in mid-2012 to turn around the struggling Internet company.

Investor Dan Loeb of Third Point, who helped bring Mayer to the company, stepped down from the board last year.

Last month, director John Hayes, chief marketing officer of American Express, said he wouldn’t seek re-election.

Earlier this month, Peter Liguori, Tribune chief executive, also said he wouldn’t seek re-election,

Separately, Yahoo disclosed Mayer’s pay yesterday in a US Securities and Exchange Commission filing.

She took home $24.9 million in compensation in 2013, down 32 percent from $36.6 million a year earlier, according to the filing.

Even though Mayer received a bump in salary and option awards last year, her pay fell because of a smaller stock award than in 2012, the year she joined the Web portal.


Revenue Growth


The board nominees and pay details came a day after Yahoo reported quarterly results that included the first revenue growth in more than a year, showing that some of Mayer’s moves to overhaul the company are having an effect.

The Sunnyvale, California-based company’s first-quarter sales, excluding revenue passed onto partner sites, rose 2 percent from a year earlier and Yahoo projected continued gains for the current period.

The last time Yahoo had eked out sales growth was the last quarter of 2012.

Yahoo shares rose 6.3 percent to $36.35 at yesterday’s close in New York and the stock is down 10 percent so far this year.

The shares more than doubled last year.

Scott, who is a director at Wal-Mart, where he was chief executive and president from 2000 to 2009, brings the perspective of a major advertiser.

He’s also a former Goldman Sachs board member.

While Schwab is chairman of his own company, he hasn’t devoted much time to outside public-company boards since he stepped down as a Gap director in 2003.


Co-Founder Returns


Filo’s return to the Yahoo board follows the exit of Jerry Yang, the company’s other founder, who stepped down in 2012 after more than a decade.

“The addition of David Filo, Charles Schwab and Lee Scott adds significant depth and breadth of experience to the Yahoo board,” Mayer said in the statement.

Without the additions, Yahoo’s board would have shrunk to five members, including Mayer. Rivals such as Google Inc., Twitter Inc. and Facebook Inc. have at least eight directors.

Sarah Meron, a spokeswoman for Yahoo, declined to comment beyond the company’s statement.

In its filing, Yahoo reported that the compensation of other executives also declined.

Chief Financial Officer Ken Goldman received $5.9 million in compensation last year, down from $7.5 million in 2012.

Henrique de Castro, the former chief operating officer who was fired earlier this year, received $10.9 million last year, according to the filing.

General Counsel Ronald Bell received $4.9 million, up from $1.7 million in 2012.

Filo was paid $1, a compensation figure that other wealthy Silicon Valley entrepreneurs and executives often take as a symbolic token.

Facebook chief executive Mark Zuckerberg and Google co-founders Larry Page and Sergey Brin are also paid $1 a year. - Bloomberg News