Marissa Mayer 2It would have been obscene if Yahoo had matched the $35M in stock awards it gave Marissa Mayer in 2012 to woo her over from Google. So her total compensation was down for 2013 the company’s latest proxy shows, even though all of the components aside from stock awards were up in a year when Yahoo shares appreciated 103%. Her package: $1M salary, $2,250 bonus (only because she’s a co-inventor on some pending patents), $8.3M in stock awards, $13.8M in option awards, $1.7M in non equity incentives, and $73,863 in other compensation. The “other” category includes $50,000 for security (not including the protection she receives at work and on business travel), and $18,248 to reimburse for attorney fees. Yahoo says that twice last year family members and guests joined Mayer on the company plane during a business trip. It didn’t include that in her compensation “because we leased the entire aircraft and were not charged based on the number of passengers.” The board said that Mayer “revitalized the Company’s employee base, continued to build her leadership team, increased the pace of product innovation and refreshes, spearheaded the acquisition of Tumblr, and attracted new customers and increased traffic.” Former COO Henrique de Castro, who was bounced in January, didn’t receive a bonus “because the Compensation Committee believed that he did not meet the performance standards necessary to receive an annual bonus for 2013,” the proxy says. Still, Mayer’s former pal was the second highest paid employee with $10.9M — down from $39.2M in 2012. Company co-founder David Filo, who owns 7% of the company stock, was paid $1.

Shareholders plan to introduce resolutions at the annual meeting that would require Yahoo’s board to create a committee to review human rights issues that affect the company, disclose its lobbying activities, and disclose its political contributions. The board opposes these reforms, saying it’s already transparent enough and it would be a burden to change.

The annual meeting will take place on June 25 in Santa Clara, Calif. Shareholders will be asked to add Filo, Charles Schwab Corp Chairman Charles Schwab, and former Walmart CEO H. Lee Scott Jr. to the board.