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General Counsel Are Paid More in Stock Than Cash

By William Vogeler, Esq. on October 13, 2017 | Last updated on March 21, 2019

For most general counsel, the pot of gold is actually filled with stock.

That's what it looks like in a new report on general counsel pay trends anyway. According to Equilar, 62 percent of GC pay at the largest companies last year was delivered in stock. At tech companies, regardless of size, about 63 percent of the compensation was in stock.

The trend confirms that the biggest paydays sometimes depend entirely on market value -- the company's, not the attorney's.

Relative Values

The potential to make bigger bucks as a company trends upward can put general counsel in a delicate position. What if the company is breaking the law and a public disclosure will tank the stock?

The GC owes a duty to the company but also to the law, and choosing one may cancel out the profits of the other. Compliance may look like a relative term when the company attorney puts a finger on the balance.

Equifax attorney John Kelley is dealing with that issue now. Just before the company disclosed a massive data breach, Kelley was responsible for signing off on $1.8 million in stock sales by certain executives.

The company saw a 33 percent stock drop in two weeks, and it is far from over. Kelley was also responsible for cybersecurity; awkward.

Good Pay, If You Can Get It

A similar data breach got Yahoo's general counsel fired. According to reports, Ronald Bell received no severance package when he resigned this year.

Bell, who was also waiting for a big payday with Verizon poised to purchase the company last year, could have made $9 million with the acquisition. But after Yahoo lost about $350 million of its value in the data debacle, Bell took the fall.

The company still paid Marissa Mayer, its chief executive, $3 million in cash plus about $20 million in stock and benefits. Before the breach, however, the CEO was set to make $55 million in severance pay.

In any case, the report on general counsel pay shows they make about one third the pay as their chief executives. It's good pay, if you can keep it.

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