What can you say? CEO Marissa Mayer took over in July 2012 when Yahoo shares were depressed. And the value of the boat load of stock awards she received soared last year after Alibaba went public — putting a $45 billion price tag on Yahoo’s 24% stake in the Chinese e-retailer. Yahoo shares appreciated 25.6% last year.

Mayer’s package, detailed in a proxy filed today at the SEC, includes: $1 million in salary, $11.8 million in stock awards, $28.2 million in option awards, $1.1 million in non-equity incenvies, and $28,065 for other compensation. The last category includes $26,891 for security. Directors say that a “substantial portion” of the equity awards were part of her 2012 recruitment package and were worth $15 million when the company approved them.

The board gives the CEO credit for driving up the share price, which was helped by the company’s $4.2 billion stock buyback effort. In addition, it says that she “significantly improved the Company’s reputation and revitalized the Company’s employee base,” and “maintained the pace of product innovation and refreshes.”

Some investors likely will offer a different view at Yahoo’s annual meeting on June 24 in Santa Clara, CA.

One shareholder resolution wants to make it easier for stock owners to call for a meeting. That’s needed, in part, because Yahoo hasn’t “disclosed specific, quantifiable performance objectives for our CEO.” The board opposes the idea, saying that owners of at least 25% of the company shares already can call a meeting. In addition, more democracy also might “create confusion since multiple groups of shareholders would be able to solicit written consents at any time and as frequently as they choose on a range of issues, some of which may be duplicative or conflicting.”

Another proposal wants the board to create a committee to monitor human rights issues that affect the company. The board says it already watches those matters, which makes a change “not necessary or advisable.”

Yahoo’s Compensation and Leadership Development is chaired by former Intel chairman Jane Shaw and includes Yahoo chairman Maynard Webb. Former Ernst & Young partner Susan James was also a member until last June.