Amy Schulman, General Counsel, In-House Counsel, J. Michael Luttig, Money, Rankings

Who Are America’s Best-Paid General Counsel? (2012 Rankings)

Last year, all things considered, wasn’t a bad year for Biglaw. The law firms of the Am Law 100, for example, experienced decent growth. In 2011, for the Am Law 100 as a whole, gross revenue grew by 5.3 percent, revenue per lawyer grew by 1.9 percent, and profits per partner grew by 3 percent. It was a perfectly fine year for partners.

How did their counterparts on the corporate side fare? Alas, not as well, according to Corporate Counsel’s latest compensation survey of the nation’s general counsel. Base pay for GCs in the survey declined by 1.8 percent, to an average of $611,411. Bonuses and nonequity incentive pay slid by an even larger number, 7.7 percent, to an average of $1,125,458. Meanwhile, in terms of non-cash compensation, the average stock award fell by 10.8 percent, to $1,426,325, and the average stock option award dropped by a whopping 18.7 percent, to $732,453.

These are just the top-line figures — which, of course, conceal a lot of individual variability. Let’s take a look at some specific names and numbers, as well as the top ten highest-paid general counsel….

Before looking at individual in-house lawyers, let’s pause and take note of Corporate Counsel’s methodology for compiling its rankings. The magazine explains:

We comb through Fortune 500 companies’ proxies to compile our list. General counsel are often among the executives whose pay packages must be disclosed. We looked at all of these GCs’ pay packages. Then we rank the 100 best-paid according to total cash compensation, which includes salary and bonus/nonequity incentive compensation. We also note stock grants, option grants, and cash-outs for the top 100.

But while we do our best to find out what GCs make, it’s important to note that our compensation survey is not exhaustive. Some well-paid top lawyers did not make our list simply because there were other executives who made more; if the GC wasn’t among the top five, we don’t have his or her compensation data. We miss other chief legal officers because of timing. If their company filed its proxy statement after June 1, we couldn’t report it because of our publishing deadline. Plus, businesses that are in bankruptcy or have merged may not file proxies. And Fortune 500 corporations that are not publicly traded don’t file proxy statements with the SEC.

These are important caveats. They collectively explain the absence from the list of Ted Ullyot, the former Scalia clerk and Kirkland & Ellis partner who now serves as general counsel to Facebook. At the time of the social networking giant’s IPO, the value of Ullyot’s stake in the company was estimated at anywhere from $71 million to $250 million (note that this involves some vesting issues, and also depends on Facebook’s stock price, which has taken a tumble since the IPO). You’d expect to see Ullyot in these rankings — even his cash compensation for 2011, hovering around $1 million, should be enough to get him on the list — but he’s not there.

So who is on the list? Here are quick comments about selected GCs who made Corporate Counsel’s cut:

#1 – Louis Briskman (CBS): This year’s highest-paid lawyer, Briskman earned $6,500,000 in cash compensation. His total take-home pay, reflecting the exercise of stock options, was even more robust: $14,611,037.

#2 – David Bernick (Philip Morris): The former Kirkland & Ellis partner mysteriously departed from the tobacco giant last month (if you have info about why he left, please share). While he was at PM, he did well for himself: call him the $6 million man (or $6,006,184, but who’s counting?).

#3 – Russell Deyo (Johnson & Johnson): Deyo is a fixture on this list. Last year he was #3, and the year before that he was #1. In 2011, he received cash comp of almost $4.9 million and total take-home pay of more than $6.3 million.

#5 – Paul Cappuccio (Time Warner): Cappuccio, another former K&E partner and former law clerk to Justice Scalia (and Chief Judge Kozinski), moved up to #5 from his #6 spot last year. He enjoyed $4.6 million in cash compensation and $6.2 million in total take-home pay.

#11 – J. Michael Luttig (Boeing): The former Fourth Circuit judge (and former boss of Ted Ullyot) almost broke into the top ten this year, climbing some 23 spots from his #34 perch last year. His $2.6 million paycheck should easily cover the mortgage payments on his luxurious lawyerly lair.

#21 – Amy Schulman (Pfizer): This leading litigatrix — former queen of pharma litigation, back when she was a DLA Piper partner — earned more than $2 million last year as GC of Pfizer. She reportedly did not get along with former CEO Jeff Kindler — but when he lost his job, Schulman got the last laugh.

#27 – Denise Keane (Altria Group): Keane, who topped last year’s list, tumbled to #27 this year. But don’t feel too bad for her: she still earned more than $1.8 million in cash and almost $2.9 million in total take-home pay.

These are just assorted observations about high-profile GCs on the list. If you have thoughts you’d like to share — perhaps your company’s head lawyer is on the list? — please share them in the comments.

Congratulations to these superb (and superbly compensated) corporate counsel. Being general counsel is not an easy job, so it’s nice to know that those who step up to the plate are paid well for their impressive efforts.

(A list of the top ten highest-paid corporate counsel — as well as links to the different sections of the survey, and additional news coverage — can be accessed on the next page.)

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