Yahoo, no more: sold. Mayer's gain: "$365 million, 5 years at Yahoo". Who said in 2012 "Fool's bargain"?

If someone's gain at anyone's loss: who is the fool if there's a fool's bargain?
July 07, 2012: "Mayer was making a fool's bargain
to choose Yahoo over Google as the ambitious executive
shocked the tech world by leaving Google to become Yahoo’s new CEO"
Dec 14, 2015: "If she stays on board for another year and a half,
Mayer will make $365 million for 5 years of work at Yahoo"
"The vast majority of her pay isn't tied to Yahoo's performance as a company"
Jan 10, 2017: Yahoo is sold to Verizon.
"Yahoo's board voted to alter its change-in-control provision
to include the sale of a major business unit as well; and with that,
Mayer's $123 million payday was created."
"Without that vote, Mayer would have walked away with "only" around $14 million."

(quote)

Dec 14, 2015
If she stays on board for another year and a half, Marissa Mayer will make $365 million for five years of work at Yahoo.
The vast majority of her pay isn't tied to Yahoo's performance as a company
- it's tied to Yahoo's stock price.

Jan 10, 2017
It’s the end of an era: Yahoo as we know it is no more. While we already knew most of the venerable company was being sold to Verizon – a $4.8 billion purchase – the remainder of company today announced that it’s renaming itself to ‘Altaba,’ according to TechCrunch. Altaba. Seriously. It’s sounds a bit like a portmanteau of defunct 1990’s search engine Altavista and Alibaba, both of which are either partially or wholly owned by the company. This is the portion of the company that maintains a 15 percent ownership of Alibaba and 35.5 percent stake in Yahoo Japan. Altaba will operate as an investment company from here on out. According to a filing with the SEC, all but five of Altaba’s board of directors will step down upon the conclusion of the deal, namely David Filo, Eddy Hartenstein, Richard Hill, Jane Shaw, Maynard Webb, and Marissa Mayer.

Jul 29, 2016 (Updated from July 26 with response from Yahoo)
Marissa Mayer’s Payday Is Even More Insane Than You Think: After the Verizon (vz, -0.25%) deal was announced on Monday, the Internet erupted in outrage that Yahoo CEO Marissa Mayer could collect as much as $55 million. That's the figure Yahoo (yhoo, +0.38%) stated in April that Mayer could collect if the company were sold and more-than enough to get observers who think Mayer has not done a great job to declare her pay unfair, and another sign that corporate compensation is corrupt.

But, here's the thing, that widely reported $55 million figure grossly understates what Mayer is likely to pocket after the deal closes.

The real number: $122,578,795.

With an assist from top compensation consultant Brian Foley, here's how I get to that figure:
-- The number that Yahoo disclosed in its financial filings in April was based on the company's stock price at the end of 2015. But Yahoo's shares have risen 16% since then, in part on speculation of the Verizon deal. At Yahoo's closing price of $38.76 on Tuesday, Mayer's stock options, which would instantly all vest after the deal if she were to leave the company, would net her $42 million.

-- Mayer also has 650,290 shares of restricted stock that she would immediately be able to sell if the deal with Verizon goes though, producing another $25 million. That includes a portion of the 353,356 restricted stock units, or nearly $14 million worth of Yahoo shares, that the company granted Mayer in 2016, but which Yahoo didn't include in the $55 million estimate Yahoo made in April. Half of those shares are supposed to be performance-based, meaning Mayer won't normally get them unless Yahoo met certain goals, like earnings targets. This past year, Mayer had to forfeit just over 400,000 of those performance shares. But because of the deal, and a so-called change of control provision in her contract, Mayer may be able to pocket at least some of those shares in 2016 whether she hits the performance goals or not. What's more, Mayer may also get a new round of stock grants, again not contingent on whether she hits performance goals, for next year, since the deal isn't expected to close until the first quarter of 2017.

-- What's more, the $55 million figure only includes the new grants. It doesn't include the 1.3 million shares she has already been granted, nor the shares of Yahoo she has acquired during her four-year tenure at the company, which all of a sudden become much easier for her to sell if she leaves Yahoo. Sell those and Mayer would pocket another $53 million.

-- But that's not all. On top of that, Mayer is entitled to receive her base salary, which in 2015 was $1 million, for two years after she leaves the company. In addition, Yahoo has agreed to continue to pay the premiums on Mayer's health insurance for a period after she leaves the company, an additional $26,324 per year, because it's hard, and can be expensive, to get health insurance when you leave your job without going directly to another one. We all know what that's like.

-- But wait, there's more. Yahoo is also paying to help Mayer land a new job. During her period of transition, Mayer will presumably need office space, and someone needs to pay for it. The company will put up $15,000 for 24 months of outplacement services for Mayer.

-- What's more, Mayer's huge payout nearly didn't happen. The reason the Verizon deal is so lucrative for Mayer is because of a so-called change of control provision. Yahoo, like other companies, has long had the provision in Mayer and other executive's pay agreement. According to the clause, Mayer can immediately cash in all of her options and unvested stock if Yahoo gets acquired by another company, and Mayer leaves Yahoo within the next year. But the clause technically didn't provide for a sale of Yahoo's main business unit, its internet operations, to another company, which is the deal Yahoo struck with Verizon. But in April, Yahoo's board voted to alter its change-in-control provision to include the sale of a major business unit as well; and with that, Mayer's $123 million payday was created.
Without that vote, Mayer would have walked away with "only" around $14 million.
July 07, 2012
Yesterday, the ambitious executive shocked the tech world by leaving Google to become Yahoo’s new CEO, The one thing she lacked is the sole reason Mayer 's now at Yahoo: Power (big money follows) a role she officially takes starting today.

As we published news of Mayer’s move, we were bombarded with criticisms of her decision. The Internet in general lambasted the executive’s choice, claiming that Yahoo was an inferior company and Mayer was making a fool’s bargain to choose Yahoo over Google.

But nothing could be farther from the truth. In fact, as promising as Mayer’s career was just one year ago, we say she’d have made a fool’s bargain to stay at Google any longer than she did.

(unquote)

(If someone's gain at anyone's loss: who is the fool if there is a fool's bargain?)

Photo courtesy Fortune / SEC Filings / Brian Foley & Co, SNBC / S&P Global Mail, and imgarcade.com