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Report Sheds Light on General Counsel Pay

Melissa Klein Aguilar | February 9, 2010

For those wondering about the going rate for keeping (or trying to keep) a company out of legal trouble these days, executive Compensation research firm Equilar has the scoop on general counsel (GC) pay at Fortune 1000 companies.

The report, "In-Depth Top General Counsel Compensation: An Analysis from Equilar's 2009 Top 25 Survey," looks at compensation, changes in pay, and perquisites based on data for 275 General Counsel positions at Fortune 1000 companies.

The median total compensation (base salary, annual cash bonus, grant date fair value of time-based option awards, grant date fair value of time-based stock or unit awards, and grant date fair value of performance-based awards) for the GCs in the survey was roughly $1.17 million.

One takeaway: While it's good to be a GC at a Fortune 1000 company, it's apparently best to be a long-serving GC who reports directly to the chief executive officer at a West-coast based Fortune 1000 technology company with more than $20 billion revenue.

The report shows that GCs who report straight to the big boss and who work at bigger companies make a lot more money. Median pay for general counsels who report directly to the CEO is $1.3 million, roughly 46 percent higher than their counterparts further down the corporate ladder. And median pay at for GCs at companies with more than $20 billion revenue is $2.33 million-nearly triple that at companies with less than $5 billion in revenue.

For those general counsels that report to the CEO and who were identified as NEOs in a recent proxy, median compensation was $1.4 million, while median pay for other CEO direct reports was $1.15 million. GCs lower down the reporting hierarchy had median pay of $942,200, one-third less than their NEO peers. According to Equilar, there's also a direct relationship between how long a GC has been with their company and their total compensation. GCs with less than three years tenure had median pay of $887,592, while those with more than 10 years under their belts had median pay of $1.26 million.

Not surprisingly, where they live affects pay as well. GCs at companies in the Midwest or South are paid less than their peers in the Northeast or West, which the report says is in line with Census Bureau median household income distributions.

Interestingly, the report notes that companies in the technology, media, and telecommunications industry paid their GCs more than any other industry, despite relatively low median revenue, while GCs in the energy, utilities, and materials industry got less pay, even though their median revenue was highest. GCs in the retail industry received the lowest pay.

An analysis of 58 GCs reported in consecutive years in the survey showed median total compensation grew 5.6 percent to $1.9 million in 2009. However, the median individual year-over-year change was -2.9 percent, driven by individual pay components. Among GCs who received option awards, the median value of options decreased 37 percent. However, the prevalence of option awards rose 15 percent, pushing the overall median value of options among all General Counsels up 1.6 percent. Restricted stock awards saw a similar trend, which Equilar says indicates that while stock prices may have affected equity award values, companies are granting additional awards to make up the difference.

The full report is available for download here.