Yahoo has a deal to sell its core internet business, which includes its digital advertising, email and media assets, to Verizon for $4.83 billion.
The terms of that deal could be amended - or the transaction may even be called off - after Yahoo last year disclosed two separate data breaches; one involving some 500 million customer accounts and the second involving over a billion.
Verizon executives have said that while they see a strong strategic fit with Yahoo, they are still investigating the data breaches.
Five other Yahoo directors would also resign after the deal closes, Yahoo said in a regulatory filing on Monday.
The remaining directors will govern Altaba, a holding company whose primary assets will be a 15 percent stake in Chinese e-commerce company Alibaba Group Holding and 35.5 percent stake in Yahoo Japan.
The new company also named Eric Brandt chairman of the board, effective Jan. 9.