Corporate Counsel’s 2011 GC Compensation Survey

As described in a recent article by Shannon Green, Corporate Counsel announced the results of its General Counsel Compensation Survey for 2011. On the whole, GCs made steady gains in compensation but with a few interesting trends, most of them expected. “General counsel compensation has two legs,” Green notes, “individual performance and the overall success of the corporation.” There is a significant tie to the corporation’s business strategy, and by extension the overall state of the economy. Many public companies had a good year financially last year as shown by the stock market’s surge. Thus, GCs are reaping the benefits.

Stock options continue to fall out of favor, and cash remains the largest part of compensation packages. Often, this comes in the form of nonequity incentive compensation tied to corporate performance goals. In fact, Green noted 93 of the 100 top-paid GCs received such compensation, “while the number receiving discretionary bonuses dipped from 23 to 20.” The survey also confirmed restricted shares remain the most favored way to reward high performers with equity.

Unexpected, however, was this year’s highest paid GC. For the first time since the survey’s inception in 1994, the highest earning GC was a woman. Denise Keane, GC of Altria Group Inc., brought in $6.5 million in total cash compensation. Yet Keane wasn’t the only GC to have a good year. Overall, cash payments increased by 18%, a norm experienced across the board as long as company execs felt GCs did good work. At the extreme upper end of options awarded, Liberty Media Corporation’s Charles Tanabe was awarded $16.5 million, and Apple top lawyer, Bruce Sewell, received stock awards worth $28.4 million.

Another interesting development captured by the survey is the apparent rise of female GCs. Beyond Keane’s success, there were 14 women in this year’s top-100 paid GCs, 1 more than last year. In terms of career advancement, Green mentions female in-house attorneys may actually be faring better than their female counterparts in law firms, with 19% female GCs in Fortune 500 companies as compared to 16% female equity partners in Am Law 200 firms.

Other notable observations include a rise in base pay by 0.5% and an 29% increase in cash bonuses to an average of $1,219,586. Also, among the top 50 highest-paid GCs, cash bonuses and nonequity incentives made up about 2/3 of total compensation. Traditional bonus earners saw a rise of 18%, while the more popular nonequity incentive compensation increased by 28%.

In all, the survey seems to indicate that performance-based compensation will continue in the future, particularly in an uncertain economy. Overall compensation should keep growing, but likely at a slower pace. But with slightly higher base pay, increased cash options and bigger bonuses, GCs are doing just fine.

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