Yahoo! says its chief executive, Marissa Mayer, will not be on the board of a company that emerges from the $4.83 billion (NZ$6.91b) takeover deal by Verizon.
Yahoo! is in the process of selling its core business - email, websites, mobile apps and advertising tools - to Verizon.
What is left will be owned by a holding company to be named Altaba.
Its main assets will be a 15 percent stake in Chinese e-commerce firm Alibaba and a 35.5 percent stake in Yahoo Japan.
Five other current members of the Yahoo! board will not be on the new firm's board.
Ms Mayer is expected to remain with Yahoo!'s core business.
Verizon's deal for Yahoo!'s core internet assets came under renewed scrutiny last month after the Yahoo! disclosed one of the largest known data breaches in history.
Verizon is examining the impact of the data breach. There is speculation that the deal may not go through.