All Things Digital

Off with the Yahoo CEO’s head!

OK, maybe not so much, at least today.

Indeed, according to many sources, Jerry Yang’s head still sits squarely on his neck.

And, moreover, his job as CEO has not been usurped by Yahoo (YHOO) Chairman Roy Bostock, who was allegedly–as one rumor went–authorized by Yahoo’s board, instead of Yang, to restart negotiations with Microsoft (MSFT).

(Which is kind of obvious when you actually think about it, given that Bostock is mired in this takeover collapse mess up to his own at-risk neck along with Yang. Bostock has been deeply involved all along and will likely continue to be.)

Thus, lots of smoke and little fire, contrary to rumor-based reports, like this one from TechCrunch–most of which seem to hang on the thinnest of threads (Where in the world is Yahoo board member Eric Hippeau?).

More importantly, even though they move share price, these rumors show almost no knowledge of how public company boards actually operate, which is to say with slug-like speed, even when under fire as Yahoo clearly is.

And if Yang were to go, I would guess it would be under his own steam or he’d be run out with Yahoo’s directors on a rail by angry shareholders.

Still, as a post yesterday of BoomTown’s book excerpt on the AOL Time Warner (TWX) debacle illustrates, even shoving aside a much-pilloried exec like former Chairman Steve Case, who presided over the merger disaster of all time, it took months and months and months and months and finally came well after the wheels fell off the bus there in a move made by Case and not his detractors.

And such a move to denude Yang, in the midst of the most trying time for the company, would make Yahoo’s board seem like particularly thickheaded morons–backing Yang strongly one day and throwing him overboard the next.

That is not to say Yang has not lost a mountain of credibility with Wall Street, investors, his own employees and in the industry in general, over the way he has handled the situation with Microsoft. The fallout from the debacle has damaged him badly.

The reviews are in and it is pretty much one million angry thumbs down.

Unfortunately, Yahoo’s leadership team has not exactly distinguished itself in the aftermath with their public statements, whether it be Bostock’s fanciful musings that Yahoo had the support of shareholders or President Sue Decker’s ungracious dissing of disgruntled Yahoo employees or pretty much the bulk of the backpedaling Yang has done.

And I don’t even know what to say about the excuse about the $33 offer not being written down as a problem by Yahoo execs, which makes them all move a little closer to Nearly Headless Nick in “Harry Potter,” in my estimation.

I do get their fervent need to explain themselves, especially in the face of such ferocious criticism.

But it has been so cringe-inducing to watch, that part of me wishes they would slink back into that cave Yang and his team have been living in all year long.

Obviously, Yang cannot and must now take the heat and find a way to clearly articulate a really good vision of what lies ahead for Yahoo.

That does not mean dangling the possibility of another deal with Microsoft to placate critics or pretending Yahoo wanted such a merger.

The very fact that Yang brought the painfully terse Yahoo Co-Founder and tech guru David Filo–who has fervently opposed a lot of Yahoo hookups in the past, like with eBay (EBAY) many years ago–with him to the key meeting last weekend with Microsoft CEO Steve Ballmer was all I needed to know to determine that the company did not want to sell.

So, Yang and the board got what they wanted–for now, at least–which is a very painful dose of independence.

If they want that to mean going back to talk with Microsoft, Yahoo should stop playing games and do so with a minimal amount of jockeying.

If it means making a series of bold moves to focus and define its business, then Yahoo should do that and quickly.

And if Yang can’t lead or is still lonely–he said last year of the CEO job, “It is a lonely job in the sense that you have to make some of the tough calls”–he needs to step aside for a new leader of Yahoo.

Because, even if Yang lives to fight another day, this much is clear: The clock is running down for him and his stewardship of Yahoo.

Yang is, as Dean Vernon Wormer of “Animal House” said so eloquently, on double secret probation.

So, if I were to predict, I would say six months without meaningful change is all he has.

And after that, I would imagine, is when the blade really starts really falling.

Silicon Valley luminary Marc Andreessen (pictured here) has been asked to join the board of Facebook, according to several sources with knowledge of the situation.

While the arrangement is not completed yet, sources said the longtime entrepreneur has verbally agreed to accept the post to become the fourth member of the board of the Palo Alto, Calif.-based social-networking site.

Other board members include Accel Partners Jim Breyer, Founders Fund’s Peter Thiel and Facebook CEO and Founder Mark Zuckerberg. Greylock Partners David Sze also has observer status on the board.

Since he co-founded browser pioneer Netscape in the 1990s and helped usher in the Internet age, Andreessen has been an active investor and has created several successful start-ups.

His most current effort has been Ning, also based in Palo Alto, which is a white-label social-networking company that recently raised another $60 million in funding.

If Andreessen joins Facebook’s board, the move is yet another sign that the much-hyped start-up, which has undergone some growing pains over the last year, as well as garnering a $15 billion valuation, is growing up by bringing some major high-profile tech figures into its ranks.

Last night, for example, BoomTown broke the news that Google PR head Elliot Schrage had accepted a similiar job at Facebook.

That comes after Facebook hired another top Google (GOOG) exec, Sheryl Sandberg, as its COO, in March.

A while back, BoomTown suggested that Web 1.0 golden boy Andreessen–pictured here on the iconic Time magazine cover in 1996–would be a good mentor for current golden boy Zuckerberg, in a piece I did about potential execs for Facebook.

As I wrote in February:

But why not go for the man who was Zuckerberg before Zuckerberg was cool. Yes, the shiniest of Golden Geeks himself, Marc Andreessen.

I could go on and on about the similarities I find between the two, if you compared today’s Zuckerberg with the Netscape founder in the mid-1990s.

From their arrogant innocence to their visionary qualities to their enfant-terrible charm, it is almost as if they were separated at birth.

But now Andreessen is all grown up and much, much matured from when I covered him. He has become all calm and sage and he even does a very decent blog.

Plus, he has also started and run a number of start-ups after Netscape, giving him deeper managerial experience over the last dozen years.

And, best of all, Andreessen knows the pressure of being the best-thing-since-sliced-bread in the tech sector, and its inevitable downside too.

Overall, a real mentor and partner for Zuckerberg, making a perfect pair of Golden Geeks.”

Yes, the board of Yahoo is meeting today to try to devise new and more dastardly ways of wringing more money out of Microsoft.

For viewers just tuning in, so far this week on “As the Tiny-Incestuous-Petty-Juvenile-Digital World Turns,” Yahoo (YHOO) has been plenty busy:

An AOL (TWX) mashup deal!

A Google (GOOG) search-ad partnership!

Even–cue the trumpets!!!–the late entrance of that man-about-Silicon-Valley from Web 1.0, Frank Quattrone, working for Google, which is helping Yahoo on AOL (and, fun, snake-eating-itself fact: as a banker, Quattrone worked for Yahoo when it was contemplating buying eBay).

This is so deliciously sweet, in terms of geek soap opera, that I fear I may get a major cavity soon.

But like any hungry viewer, I want more! What, what, what could be the next twist and turn?

Here are three of my more creative brainstorms:

1. Reunite the dream team in United States v. Microsoft to scare the living daylights out of Steve Ballmer.

It will be like an antitrust version of “I Know What You Did Last Summer.” I am almost certain that Joel Klein, Janet Reno, David Boies and the ever-irascible Judge Thomas Penfield Jackson (the latter two pictured here) still are capable of giving Microsoft (MSFT) the willies.

2. If you want make former Yahoo merger partner and now Microsoft merger parter News Corp.’s (NWS) Rupert Murdoch squirm, there’s nothing like adding yet another wizened media mogul to the mix. My No. 1 choice would be some kind of hopelessly complex mashup with the properties of Sumner Redstone (pictured here), who controls both CBS (CBS) and Viacom (VIA). I am thinking something that includes SpongeBob SquarePants and those irksome girls from “The Hills” (also pictured here) and, say, Katie Couric.

3. Of course, the most surefire way to get more money from Microsoft: Hire Mark Zuckerberg (pictured here). So far, the 23-year-old wunderkind and his team at Facebook (well played, Owen Van Natta, well played!) have been the only ones able to get Microsoft to fork over an ungodly amount of money for a chance to own a small part of a hope and a dream and not-a-very-impressive bottom line.

If Zuckerberg can get a $15 billion valuation by putting up only SuperPokes and news feeds as collateral, I would find what he is drinking and get me some for myself.

Please see this disclosure related to me and Google.

BoomTown wrote a few weeks ago that Microsoft (MSFT) was fishing in Silicon Valley and also for “three to four big-name CEOs” for directors to nominate for its own Yahoo (YHOO) board slate, in the event the software giant took off the gloves and tried to oust Yahoo’s current board and replace it with its own.

For the life of me, I could not think of anyone at all in the Web sector who would turn on Yahoo’s CEO and Founder Jerry Yang like that, except perhaps Facebook CEO Mark Zuckerberg, who owes Microsoft $240 million worth of loyalty. Helping Microsoft in its hostile bid to acquire Yahoo would make them even.

Yesterday, TechCrunch threw out several very interesting prospects in a post, none too flashy, except perhaps for former Viacom (VIA) President Tom Freston. The others named are former Grey Advertising CEO Edward H. Meyer; former Nextel Partners CEO John Chapple and former eHarmony CEO Jaynie Studenmund.

That’s certainly a lot of formers!

Ironically, the well-respected Freston was often floated as a possible CEO candidate of Yahoo, if former CEO Terry Semel ever stepped down, especially after he was ousted by Viacom’s wacky owner Sumner Redstone, who was upset that Freston let News Corp.’s (NWS) Rupert Murdoch snap up MySpace. Freston has recently become active in the online video space, as an investor in sites like Veoh.

We’ll see if it comes to this for Microsoft and Yahoo, who were reportedly in informal talks, as a proxy fight is probably the last choice for both sides.

According to a source with knowledge of the situation, as part of the preparation for a possible proxy fight it is preparing to wage against Yahoo, Microsoft has been angling in Silicon Valley for prominent techies to serve on a board it must nominate.

If Microsoft (MSFT) does move ahead–which is still a big if–it must name a new slate of directors to replace the current Yahoo (YHOO) board, which has rejected the software giant’s initial unsolicited bid of $31 a share.

Microsoft has until almost the ides of March–the 13th, actually, but BoomTown always likes to sprinkle in a little dramatic history here and there–to offer up its own board.

One well-known tech figure contacted by Microsoft about a possible director’s seat on such a board said the software giant seemed concerned with having members who had deep ties to the tightly knit tech community in Silicon Valley.

This person said they would likely turn down an offer if made.

It is not clear how many important tech players Microsoft can land, given the loyalty to a Silicon Valley icon like Yahoo, but it has to try.

Why? Obviously, to soften the image of an invader from the north. Microsoft’s HQ is in Redmond, Wash.

That is especially important, since Microsoft has always and continues to be considered an outsider in the Bay area, despite its campus in Mountain View, Calif., which is not far from Yahoo or rival Google.

Such movements are part of the proxy Kabuki, of course, and many wonder exactly how serious Microsoft is in its efforts to win Yahoo the hard way. Tough proxy battles are tough going, complex and, most of all, rain uncertainty down on both companies involved.

That’s probably why Microsoft’s top angler–Bill Gates–positioned the company as both withholding and olive-branch-offering in comments about Yahoo this past week.

On Monday, Gates went more with a stoic John Wayne approach, when he told the Associated Press: “We sent them a letter and said we think that’s a fair offer. There’s nothing that’s gone on other than us stating that we think it’s a fair offer. … They should take a hard look at it.”

Then on Tuesday, in an interview with CNET, after a speech he gave at Stanford University, Gates turned on the geek-loving charm: “[Yahoo CEO and Co-Founder] Jerry Yang, to his credit, has kept a lot of very top engineers that have been just doing their work and improving those things. That’s why we see the combination as so powerful. … We think the combination with Yahoo would accelerate things in a very exciting way, because they do have great engineers and they have done a lot of great work.”

(Thanks to Gizmodo for the cool techie fishing illustration above.)

It would be nice in a dramatic sense to hope the Yahoo board was at each other’s throats just about now–like some movie scene with lots of angry wrangling, noisy sides-taking of the emotional die-hards versus the coldly pragmatic ones and a general sense of pins-and-needles.

That was, of course, the premise of a piece done late last week by the New York Post with the hyped headline, “Board Bucks Yang,” as if the Yahoo co-founder were some incompetent cowboy and the board a spirited mustang.

As if. Or, more precisely, don’t shareholders wish.

Nonetheless, the piece rocketed around the Web as if it were gospel, lending hope for the always-a-bridesmaid Microsoft (MSFT) in its unsolicited bid to acquire Yahoo (YHOO) by asking in a not-so-nice way.

But, I am betting on inertia here, although it must be said this event has given the moribund board of the company a true jolt it has long needed.

For example, it acted rather quickly to reject the Microsoft offer and has been working overtime to attempt to back Yahoo CEO and Co-Founder Jerry Yang’s efforts to find alternatives.

Too bad it took a takeover battle to wake Yahoo’s directors from their persistent narcoleptic state.

So, rather than some mano-a-mano between Yang and newly installed Chairman Roy Bostock, getting ready to rumble like this is the Sharks and the Jets, try to remember that these are the exact same cast of characters–now simply minus former CEO and Chairman Terry Semel–that has been too sanguine as the situation at Yahoo has deteriorated.

In fact, one of the more consistent characteristics of Yahoo over the past few years has been its dithering nature, and its not-so-engaged board has been a prime locus of that.

Yahoo is also a conflict-averse place, whether collegiality is the rule, even if it is not the best solution (and in deep contrast to the aggressively argumentative folks at both Microsoft and Google).

As the Internet giant has lost market share in the search business, been unable to focus on its core mission with a lot of needless experimentation, seen morale drift downward and employees head for the door, reneged on its 100-day, no-sacred-cow change promise, and had a relentless decline in stock price, its board has done not so much.

Well, except dole out massive stock grants to top managers.

To be fair–and let’s be honest here, shall we?–this is the modus operandi of most directors, who are pretty clueless and hands-off when it comes to the companies they are supposed to be overseeing. Most are captives of management and don’t spend a whole lot of time rocking the boat.

I did two books on the triumphs and tribulations of AOL, for example, and I was always amazed by the what-me-worry? involvement of the various board members, even as its fate was plummeting downward.

But foxholes and bombs blasting overhead do bring out the courage in some, so perhaps some of Yahoo’s board members are suddenly in a mood to agitate (mostly, I suspect, so they don’t get sued by angry shareholders).

But let’s hope it is not just panic and a need to look busy now that Microsoft has pulled the curtain away.

In any case, a few weeks ago, just before Microsoft made its offer, I did a post called “Say Hello to the Yahoo Board Members” to introduce its directors.

Why? As I wrote then: “With everything from consistently persistent takeover rumors, a still-lagging stock price and continued scrutiny on its moves to revive itself, the company’s managers and–it must be assumed–its directors obviously face challenges in the year ahead.”

Thus, I republish it in its entirely below, adding my bet on who is anti-sale, who is pro-sale and who is on the fence:

First among equals is obviously Yahoo CEO and Co-Founder Jerry Yang, who needs no introduction. Born in Taiwan and raised in San Jose, Calif., he has been trying to bring back the company he founded with David Filo since taking over the top slot at Yahoo last June. The obviously iconic figure within the company, he occupies the hottest seat of all. Some think his leadership has not been nearly bold enough, while others think his steadier approach to Yahoo’s revival is just what the company has needed. [ANTI-SALE]

Terry Semel served as Yahoo CEO from 2001 to 2007. After he left that job when the company’s troubles became more pronounced (to be fair, Semel did do a great job getting Yahoo back from its last brink when the first bubble popped), the former Hollywood mogul kept his title as chairman. He is also on the board of Polo Ralph Lauren, as well as many arts and cultural organizations. Recently, Semel revived his Los Angeles-based new-media investment firm, Windsor Media, and rumors abound to his intentions–including possibly making a play for a Hollywood studio. Big question: Will Semel continue as chairman of Yahoo in 2008? [GONE!]

What to make of Roy Bostock, who has been on Yahoo’s board since 2003? I’ll tell you what: If Semel were to step down as chairman, the chatter is that the former top-level advertising exec (chairman and chief executive officer of D’Arcy Masius Benton & Bowles) is best suited to the job, given the importance of Yahoo’s ad business. Bostock also serves now has chairman of Northwest Airlines and is on the board of Morgan Stanley and is a principal at Sealedge Investments LLC. [PRO-SALE]

Ron Burkle, founder and managing partner of the Yucaipa Companies, a private investment firm, has been a director since 2001. The high-profile Burkle, of course, is better known for being best billionaire buddy of Bill Clinton (and big fund-raiser for Hillary Clinton). He is a curious choice to be on the board, although he is said to add an interesting perspective and also has obvious experience in retail and distribution (largely in the supermarket industry). He is also on the boards of Occidental Petroleum and KB Home. [PRO-SALE]

Vyomesh Joshi joined the Yahoo board in 2005. He probably brings a good consumer product perspective to the company from his perch as executive vice president of the Imaging and Printing Group at Hewlett Packard, a $26 billion business with an operating profit of $3.8 billion, which is a whole lot of the kind of ink Yahoo needs. The longtime HP exec also has responsibilities in the entertainment arena for HP, which should be a boon to Yahoo. [ON-THE-FENCE]

The same goes for Robert Kotick, the chairman and CEO of games maker Activision, which recently merged with Vivendi’s Blizzard Entertainment unit, to create one of the biggest gaming companies in the world. Yahoo could use a little Guitar Hero buzz that Kotick’s company has gotten from the third version of the popular interactive game, a big holiday success, and also Blizzard’s World of Warcraft. [ANTI-SALE]

The other Northwest Airlines link is its Chairman Emeritus Gary Wilson, who has been on the Yahoo board since 2001. Wilson, who is also on the board of CB Richard Ellis, has an extensive financial background, working as the top numbers guys at places like Walt Disney (where he was a longtime board member) and Marriott. But can he lend his expertise to make the numbers work better at Yahoo? [PRO-SALE]

The only woman director, Maggie Wilderotter, joined last July and serves as the chairman and CEO of Citizens Communications, which is an independent provider of telecommunications services. That background is important for Yahoo, but perhaps more important is her experience as a SVP at Microsoft (rumored to be the main company interested in acquiring Yahoo). Wilderotter has also been president and CEO of Wink Communications and has held a number of jobs at AT&T, and she serves on the board of Xerox and the Tribune Company. [PRO-SALE]

Eric Hippeau, managing partner at Softbank Capital Partners, is one of the two granddaddy Yahoo board members (along with Arthur Kern), having served as a director since 1996. Before Softbank, he was chairman and CEO of Ziff-Davis in its heyday. Hippeau is also on the board of Starwood Hotels and Resorts Worldwide. [ANTI-SALE]

Arthur Kern has also been on the Yahoo board since 1996. Kern made his fortune selling off American Media, an owner of radio stations, which he co-founded and ran. Kern now invests in marketing and media companies. (BoomTown, with great regret, has never met him after all these years–lazy, lazy BoomTown! And everyone says how nice he is. Lunch, Arthur?) [ANTI-SALE]

Ed Kozel, the CEO of the start-up Skyrider (a P2P search engine), is perhaps the most experienced technologist on Yahoo’s board and another key member of the board, say many, where he has served since 2000. He’s been a VC (Open Range Ventures), a consultant (Integrated Finance) and also was a longtime Cisco exec (he was CTO and SVP of business development there) and board member. He’s also been on the board of Reuters and is a director for Network Appliance. [ON-THE-FENCE]

Well, everyone certainly misjudged Yahoo CEO Jerry Yang’s resolve.

While BoomTown maintained from the start that the $31 a share Microsoft has bid for the Internet portal co-founded by Yang was way too cheap and wrote yesterday that Yahoo would not fold as quickly as some were predicting and also highlighted the widespread unhappiness at the troubled Internet portal at the prospect of a Microsoft takeover, like many, I did think Yahoo was probably out of ways to repel the $44.6 billion offer.

I had neglected to consider the I’m-not-going-to-take-it-anymore option.

In an uncharacteristically bold and even slightly crazy move, showing the kind of drive that it has needed to show for far too long, the Internet company that couldn’t is apparently about to reject Microsoft’s unsolicited proposal to buy it.

And, if Yang was not already an iconic and beloved figure in Silicon Valley, the prospect of him standing up to the not-so-beloved Microsoft is epic and will instantly make him a hero to many here.

Perhaps a doomed hero, which we will get to later, but a hero nonetheless.

According to a report by Matthew Karnitschnig in The Wall Street Journal today, Yahoo’s board (which apparently also grew a backbone overnight) will reject Microsoft’s offer as too low.

The story noted that the board has determined that it “massively undervalues” Yahoo and is an attempt by Microsoft CEO Steve Ballmer to “steal” the company in a time of weakness in its stock, which dipped dangerously below $20 a share early last week.

Instead, the board thinks that the stock is worth at least $40 a share, or $12 billion over what Microsoft has offered.

This is much more than a negotiating tactic to squeeze a few more dollars out of Microsoft, as had been thought Yahoo might try, but a full-scale rejection that it become a pawn in Microsoft’s efforts to strike a blow at arch-nemesis Google.

Yahoo also has initiated its “poison pill,” an anti-takeover tactic designed to make it even harder for Microsoft to win.

Yahoo has been working, even before this takeover battle, with Google on a deal to outsource some of its search-ad business, in hopes of buoying its fortunes.

Make no mistake: This is a high-stakes game of flinch that Yahoo is about to undertake, betting that Microsoft will not up the ante and wage a nasty takeover battle to get Yahoo.

Such a fight is a real risk for Microsoft–Yahoo employees already are queasy at the prospect of working for the software giant and a vicious David-and-Goliath showdown will only result in the kind of takeover that might not be worth it.

Or so Yahoo’s board hopes.

Please see this disclosure related to me and Google.

While everyone is putting a fork in Yahoo and calling it done, it might take a bit longer for the troubled Internet company’s goose to be fully cooked.

Yes, the Yahoo board will be meeting today to formally discuss the Microsoft unsolicited bid of $31 a share.

But it will actually be largely by phone and sources tell BoomTown that an actual, in-person, all-day board meeting will take place next Wednesday at Yahoo HQ in Sunnyvale, Calif.

Could the board–long known for its slooooow response time on pretty much every aspect of Yahoo’s business–decide to enter into negotiations with Microsoft or even just towel-throw it in and accept the bid today?

The former is possible, but not the latter. It makes for dramatic headlines to declare the fate of Yahoo in the balance today, but the course of a corporate takeover is usually a bit more plodding than that.

Thus, Microsoft CEO Steve Ballmer and his landing party of execs poised to fly down and plant the flag in Silicon Valley might have to wait a bit longer.

It is more likely that Yahoo will take its sweet time in dragging this out a bit longer, in order to either keep looking for alternatives (getting about as easy now as finding Big Foot) or getting a few more dollars out of Microsoft to save face (”Really, we have leverage! Really!”)

This is because, while the rank-and-file at Yahoo are really happy about the bump in stock, most are not about being owned by Microsoft, from engineers to the hundreds of Yahoo vice presidents. And very few at the top levels of Yahoo want this to happen.

This, despite the fact that it has been the moribund management of Yahoo over the last year that has led directly to this sad outcome.

Had CEO Jerry Yang been as energetically exploring its alternatives during the 100-day No-Sacred-Cow Vision Quest overview, including things such as outsourcing of search, making bigger and bolder game-changing acquisitions and mergers (like eBay), cutting staff and focusing its business more sharply, the stock might never have reached levels that gave Microsoft the in it was long waiting for.

Today, as part of that effort to stave off the Microsoft bid, Yang will lay out alternative options–including doing that outsourcing deal for search monetization with Google and making cuts in staff–that the board will mull over.

But the Google threat is just that, claim sources close to Microsoft–a threat that is relatively empty given that it still carries with it all the monopoly issues related to Google’s dominance over the search market if struck. If Google takes over Yahoo’s search business, the thinking goes, it might as well buy the whole company, given that the regulatory headaches are the same.

Google will argue, of course, that an independent Yahoo is free to pick whatever partner it wants, if it decides to outsource its search-ad business, without noting that the pickings are pretty slim.

As to a Google bid, sources tell me the company has little appetite for that battle, even though Google dearly loves to stick it to Microsoft at every opportunity.

Thus, Google will save its poisoned barbs for the daunting approval process Microsoft must go through to finally realize its Yahoo trophy, which will doubtless be a bit more tarnished and banged up when all is said and done.

Of course, let’s be clear, as I posted last Friday in a piece titled “The Inevitable Endgame for Yahoo”: “And while it’s never over until it’s over, let me just say, for Yahoo, it’s over.”

Let me amend that: It’s over, but not until it’s over.

Please see this disclosure related to me and Google.

One of the most overlooked parts of Web companies are their board members, so I think it is time to start looking more carefully at those firms where the role of directors is going to be increasingly important in 2008.

First stop, obviously, is Yahoo, which reports its fourth quarter and also full-year earnings (and also perhaps some board-approved layoffs) tomorrow after the markets close.

With everything from consistently persistent takeover rumors, a still-lagging stock price and continued scrutiny on its moves to revive itself, the company’s managers and–it must be assumed–its directors obviously face challenges in the year ahead.

They certainly seem to be a pretty experienced group, with just the right kind of expertise in retail, telecommunications, engineering and entertainment.

Curiously, with all the noise around Yahoo, this has been a circumspect bunch and it’s not clear how much influence this group is exerting over management or how willing it is to roll up its sleeves and get into it.

Still, board members are supposed to be where the buck actually does stop, so, as a BoomTown public service, here’s a little primer of who’s who on the Yahoo BOD, so you know who is actually in charge (and, of course, who is to blame):

First among equals is obviously Yahoo CEO and Co-Founder Jerry Yang, who needs no introduction. Born in Taiwan and raised in San Jose, Calif., he has been trying to bring back the company he founded with David Filo since taking over the top slot at Yahoo last June. The obviously iconic figure within the company, he occupies the hottest seat of all. Some think his leadership has not been nearly bold enough, while others think his steadier approach to Yahoo’s revival is just what the company has needed.

Terry Semel served as Yahoo CEO from 2001 to 2007. After he left that job when the company’s troubles became more pronounced (to be fair, Semel did do a great job getting Yahoo back from its last brink when the first bubble popped), the former Hollywood mogul kept his title as chairman. He is also on the board of Polo Ralph Lauren, as well as many arts and cultural organizations. Recently, Semel revived his Los Angeles-based new media investment firm, Windsor Media, and rumors abound to his intentions–including possibly making a play for a Hollywood studio. Big question: Will Semel continue as chairman of Yahoo in 2008?

What to make of Roy Bostock, who has been on Yahoo’s board since 2003? I’ll tell you what: If Semel were to step down as chairman, the chatter is that the former top-level advertising exec (chairman and chief executive officer of D’Arcy Masius Benton & Bowles) is best suited to the job, given the importance of Yahoo’s ad business. Bostock also serves now has chairman of Northwest Airlines and is on the board of Morgan Stanley and is a principal at Sealedge Investments LLC.

Ron Burkle, founder and managing partner of the Yucaipa Companies, a private investment firm, has been a director since 2001. The high-profile Burkle, of course, is better known for being best billionaire buddy of Bill Clinton (and big fundraiser for Hillary Clinton). He is a curious choice to be on the board, although he is said to add an interesting perspective and also has obvious experience in retail and distribution (largely in the supermarket industry). He is also on the boards of Occidental Petroleum and KB Home.

Vyomesh Joshi joined the Yahoo board in 2005. He probably brings a good consumer product perspective to the company from his perch as executive vice president of the Imaging and Printing Group at Hewlett Packard, a $26 billion business with an operating profit of $3.8 billion, which is a whole lot of the kind of ink Yahoo needs. The longtime HP exec also has responsibilities in the entertainment arena for HP, which should be a boon to Yahoo.

The same goes for Robert Kotick, the chairman and CEO of games maker Activision, which recently merged with Vivendi’s Blizzard Entertainment unit, to create one of the biggest gaming companies in the world. Yahoo could use a little Guitar Hero buzz that Kotick’s company has gotten from the third version of the popular interactive game, a big holiday success, and also Blizzard’s World of Warcraft.

The other Northwest Airlines link is its Chairman Emeritus Gary Wilson, who has been on the Yahoo board since 2001. Wilson, who is also on the board of CB Richard Ellis, has an extensive financial background, working as the top numbers guys at places like Walt Disney (where he was a longtime board member) and Marriott. But can he lend his expertise to make the numbers work better at Yahoo?

The only woman director, Maggie Wilderotter, joined last July and serves as the chairman and CEO of Citizens Communications, which is an independent provider of telecommunications services. That background is important for Yahoo, but perhaps more important is her experience as a SVP at Microsoft (rumored to be the main company interested in acquiring Yahoo). Wilderotter has also been president and CEO of Wink Communications and has held a number of jobs at AT&T, and serves on the board of Xerox and the Tribune Company.

Eric Hippeau, managing partner at Softbank Capital Partners, is one of the two granddaddy Yahoo board members (along with Arthur Kern), having served as a director since 1996. Before Softbank, he was chairman and CEO of Ziff-Davis in its heyday. Hippeau is also on the board of Starwood Hotels and Resorts Worldwide.

Arthur Kern has also been on the Yahoo board since 1996. Kern made his fortune selling off American Media, an owner of radio stations, which he co-founded and ran. Kern now invests in marketing and media companies. (BoomTown, with great regret, has never met him after all these years–lazy, lazy BoomTown! And everyone says how nice he is. Lunch, Arthur?)

Ed Kozel, the CEO of the start-up Skyrider (a P2P search engine), is perhaps the most experienced technologist on Yahoo’s board and another key member of the board, say many, where he has served since 2000. He’s been a VC (Open Range Ventures), a consultant (Integrated Finance) and also was a longtime Cisco exec (he was CTO and SVP of business development there) and board member. He’s also been on the board of Reuters and is a director for Network Appliance.