Who Are The 10 Highest-Paid General Counsel? (2021)
A tale of two rankings, based on cash compensation and total compensation.
Welcome to Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, you can reach me by email at davidlat@substack.com, and you can subscribe by clicking on the button below.
Last year was, at least in monetary terms, a very good year for Biglaw. Despite a global pandemic and recession, partners at many large law firms did better than ever.
What about their clients? How did the top lawyers of corporate America, the general counsel and chief legal officers, fare financially in 2020?
The short answer: not as well as their Biglaw brethren, according to Corporate Counsel’s recently released 2021 GC Compensation Survey.
Both mean and median salaries for the #1 lawyers at Fortune 1000 companies were basically flat in 2020 compared to 2019—landing in the mid- to low $500,000s, respectively—and bonuses were down significantly. The mean bonus fell from $644,226 to $504,856, a decline of 21 percent, and the median bonus dropped from $345,302 to $250,000, a dip of 27 percent. (The median bonus is significantly lower than the mean because it’s not skewed by a few big payouts at the top.)
One can understand why some in-house lawyers suffered financially last year. The coronavirus pandemic and associated economic downturn hit certain industries and companies quite hard—especially compared to law firms, which switched to remote work with relative ease. While some sectors and corporations did just fine or even flourished last year, others suffered significantly—and the compensation of their C-suite executives, often tied to corporate performance, suffered as well.
Before we look at some numbers, here’s a quick methodological note. The Corporate Counsel survey focused on the Fortune 1000, the nation’s 1,000 largest companies by revenue, and analyzed their proxy statements, which must disclose the compensation of the CEO, the CFO, and the three other highest-paid executives. So the ranking doesn’t include highly paid lawyers from companies outside the Fortune 1000, nor does it include GCs or CLOs who aren’t named in their corporations’ proxy statements because they aren’t among the most highly paid execs at their organizations.1
With that out of the way, here are the top ten lawyers in the Corporate Counsel ranking of highest-paid GCs and CLOs. The complete chart actually includes 466 companies—which means that at a majority of the Fortune 1000, the leading lawyer isn’t one of the highest-paid executives.
The top spot went to Viet Dinh of Fox, who moved up two spots from his third-place finish in last year’s list. As we discussed when I interviewed him in March, he and other top Fox executives gave up their base salaries for almost half the year in 2020, so the company could get ahead of the economic downturn and avoid layoffs elsewhere within its ranks. But even with that reduction, Dinh still took home almost $6.8 million in cash compensation last year.
Second place went to Bruce Campbell, the chief development, distribution, and legal officer at Discovery Inc., who received more than $6 million in cash compensation. He moved up from #4 in last year’s ranking.
Compared to many other rankings in the legal industry, which tend to be quite stable, there was a fair amount of flux in the Corporate Counsel list. Half of the lawyers in the top ten this year were not in the top ten last year, and two of them—Paul Robinson of Warner Music and Michael Cohen of Playtika2—were not even ranked.
What happened to the #1 and #2 earners from last year’s ranking? The highest-paid legal chief in 2019, Alan Braverman of The Walt Disney Co., fell to #73, with less than $1.6 million in 2020 cash compensation. [UPDATE (8/24/2022, 12:55 p.m.): In the preceding sentence, #72 was corrected to #73, based on this new article.]
Phillip Bantz, in his analysis of the rankings, offered this explanation:
Disney posted a nearly $7-billion loss in operating income for fiscal year 2020, due to closures of its amusement park and reduced operating capacities, and laid off thousands of employees. As the Burbank, California-based entertainment and media giant hemorrhaged money, its top brass agreed to forgo bonuses and slash their salaries. For Braverman, that meant an 80% reduction of his 2019 cash compensation of $8 million, which fell to $1,581,731 last year.
The #2 lawyer on last year’s list, Eric Grossman of Morgan Stanley—yes, that Eric Grossman, whose call to law firms to bring their lawyers back to the office generated controversy last month—didn’t make this year’s list. Because he wasn’t one of his company’s most highly paid executives, Morgan Stanley didn’t have to disclose his comp in its proxy filing.
The Corporate Counsel ranking is based on cash compensation, which consists of salary, bonus, and non-equity incentive comp. But cash compensation isn’t the only way to rank executives by pay—and a ranking that includes non-cash compensation, such as equity that might vest over a period of years, looks very different.
In June, Bloomberg Law also scoured the 2020 proxy filings of the Fortune 1000 and produced its own list of the ten highest-paid legal leaders last year. Unlike Corporate Counsel, which considered only cash compensation, Bloomberg looked at total compensation, including equity awards.
There are pros and cons to each approach. The advantage of the Corporate Counsel methodology is that it reflects what top corporate lawyers actually earned in 2020, and it doesn’t include equity that vests over a period of years—which the lawyers might never receive, e.g., if their companies don’t hit certain benchmarks or if these lawyers leave before the vesting period runs. So Corporate Counsel takes a conservative approach, avoiding speculation about future events.
The disadvantage of the Corporate Counsel approach is that it understates the compensation of many GCs and CLOs, sometimes by a significant amount. Many top in-house lawyers earn the bulk of their income not from their base salaries and cash bonuses, but from stock and equity. Here’s some background, from Ruiqi Chen’s write-up of the Bloomberg Law rankings:
Executive compensation packages typically include a base salary, a cash bonus, and equity awards that vest after a few years. For many senior executives, equity and stock can comprise up to 60% of their total compensation.
“It’s important to remember that the number you see in that summary compensation table is not the same thing as what somebody puts in their pocket or into an account,” said Jannice Koors, senior managing director at executive compensation consultancy Pearl Meyer.
Koors emphasized that while cash compensation, like salaries and bonuses, reflects what an executive earned in a given year, the majority of their compensation comprises equity or stock. Equity awards are reported in proxy statements when they are granted but can take anywhere from three to 30 years to vest.
Because of the uncertainty introduced by vesting periods, the Bloomberg Law rankings suffer from the opposite problem of the Corporate Counsel rankings: they tend to overstate GC or CLO compensation, crediting these attorneys with money that they might never see. This explains why the dollar figures for the top ten lawyers on the Bloomberg Law list, which reflect total compensation, are so much bigger than the numbers on the Corporate Counsel list, based only on cash compensation:
The #1 spot on the Bloomberg Law list went to Kent Walker of Alphabet Inc., the parent company of Google (which is how I’ve listed it in my table above, for ease of recognition). That figure of $50.9 million is eye-popping—but as noted by Bloomberg, more than $50 million of it consists of stock awards, which will vest over four years in Walker’s case.
Second place went to Katherine Adams of Apple, who earned $26.2 million in total comp in 2020—more than the $14.8 million comp package of Apple CEO Tim Cook, interestingly enough.3 Adams made both the Corporate Counsel and Bloomberg Law lists, since she had high cash comp and high total comp, making her #7 on the Corporate Counsel list and #2 on the Bloomberg Law list.
Adams was one of just three women in the Corporate Counsel top ten and three women in the Bloomberg Law top ten. So the ranks of the highest-paid GCs and CLOs, like the upper echelons of the legal profession more generally, could definitely use more gender diversity. Having three women in the top ten of the Corporate Counsel list was actually an improvement over last year’s list, where women represented just two of the top ten.
Only one other lawyer made the top ten on both lists: David Hyman of Netflix, #4 on the Corporate Counsel list and #8 on the Bloomberg Law list. Netflix enjoyed record growth during the pandemic, which was reflected in the robust pay package of Hyman, the chief legal officer and corporate secretary of the company since 2002.4
Of course, money isn’t everything. Many lawyers take a pay cut when they move from Biglaw to corporate counsel roles—and do so happily, in exchange for all that in-house life has to offer.
But money is not nothing. And it’s nice to know that if you rise to the top of a major company’s legal department, the rewards can be rich indeed.
There’s no doubt that there are many well-paid lawyers at companies not in the Fortune 1000. For example, last year Daniel Gallagher Jr., chief legal officer of Robinhood, earned $30 million, and Paul Grewal, chief legal officer of Coinbase, earned more than $18 million.
Right now you’re wondering, “What’s a Playtika?” I had to look it up too. Apparently Playtika is a digital entertainment company, based out of Israel, that develops free-to-play mobile games. I have never heard of or played any of its games; my mobile-game addiction was Pokémon Go (until I had to quit because it was ruining my life). But Playtika is a Fortune 1000 company with $2.4 billion in revenue and a market capitalization of more than $11 billion, so it must be doing something right.
Tim Cook’s comp offers a good illustration of the difference that the vesting of equity can make. In 2020, Cook earned around $14.8 million: $3 million in salary, $10.7 million in non-equity compensation, and $1 million in other compensation, including air travel and security. But last year he also received more than $281 million in newly vested Apple stock—stock that was part of an equity award that Cook originally received back in 2011, when he took over from Apple co-founder Steve Jobs. The 2011 equity award vested in tranches over the years; in 2019, for example, Cook enjoyed the vesting of $113.5 million in Apple stock. And in September 2020, he received a new long-term equity grant, the first since the initial award in 2011.
Netflix didn’t launch streaming video until five years later, in 2007. Back in 2002, Netflix was still shipping DVDs—remember those?—and competing with Blockbuster, may it rest in peace.
Thanks for reading Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, you can reach me by email at davidlat@substack.com, and you can share this post or subscribe to Original Jurisdiction using the buttons below.
As a former government lawyer who advised on such "minor" issues as the use of military force, the law of armed conflict, human rights, WMD issues & disarmament, economic sanctions et al, I can only shake my head at the amount of money being thrown at corporate counsel. I guess I have to reconcile (a) the knowledge that the advice I provided to Ministers at times directly or potentially affected the lives of thousands (not to mention the impact on taxpayers), with (b) the fact that this was apparently worth a mere 1/40th of Viet Dien's and 1/300th of Kent Walker's. Looks like the Canadian Government got a pretty decent deal!
A fun fact from an observant reader: Apple GC Kate Adams clerked for Justice O’Connor in October Term 1993—one of the most impressive SCOTUS clerk classes ever.
Other notable clerks from OT 1993:
Judges: Justice Neil Gorsuch, Justice Brett Kavanaugh, Judge Allison Eid (10th Cir.), Judge Pam Harris (4th Cir.), Judge Gary Feinerman (N.D. Ill.), Judge Brian Morris (D. Mont.), and Judge Paul Oetken (S.D.N.Y.).
Biglaw partners: former Solicitor General Paul Clement (Kirkland & Ellis), former Judge and Deputy Attorney General Mark Filip (now on the Executive Committee of Kirkland & Ellis), Emmet Flood (Williams & Connolly partner who represented Trump during the Mueller investigation),and Mark Perry (co-chair of the appellate practice at Gibson Dunn).
Professors/writers: Michelle Alexander (author of The New Jim Crow: Mass Incarceration in the Age of Colorblindness), Sarah Cleveland (Columbia—just nominated to serve as the Legal Adviser of the State Department), James Forman (Yale), and Eugene Volokh (UCLA).
Is there a more high-powered class of clerks than OT 1993?