GC Compensation Rebounds in New Jersey

Compensation for top in-house lawyers at New Jersey publicly traded corporations grew last year after receding in 2020.

That takeaway is the biggest one in reviewing the data used to compile the most recent GC Compensation report, which documents pay for chief legal officers at Fortune 1,000 companies via those companies’ securities filings.

In lockstep with a national trend, the general counsel at New Jersey-based public companies generally saw compensation increase. Among the group included on this year’s list, average salary for 2021 was $535,673, which is a year-over-year increase of nearly 10%. And this list’s median salary figure ($518,462) represents an even steeper climb (15.2%).

The data is gathered by ALM Intelligence, which analyzes companies’ 2020 U.S. Securities and Exchange Commission filings.

The usual disclaimer must be noted: the New Jersey data set changes at least somewhat each year, so year-to-year comparisons aren’t perfect. That’s because corporations are required to report compensation only for the five highest-paid executives, so some filings might not include compensation information for general counsel. Also, there can be some change in who is occupying those positions, though there tends not to be a high degree of turnover at these sought-after jobs.

The New Jersey list, and the attendant increases in average and media salary, nevertheless mirror the national trend in GC pay noted earlier this year in Corporate Counsel’s national report.

The Law Journal’s list, like Corporate Counsel’s, is ordered by “total cash”—made up of salary plus any discretionary and incentive bonuses earned in 2021.

Nationally, Alan Braverman of Walt Disney Co. retook his position as highest-paid GC in the U.S., earning nearly $8.8 million in total cash compensation.

Meanwhile, in New Jersey, there is a new list-topper for New Jersey this year: Marilyn J. Wasser of Realogy Holdings, who earned $2.7 million in total cash. That sum is made up of $600,000 in salary, $900,000 in bonus compensation, and $1.2 million in nonequity incentive compensation—a form of bonus tied to company performance. Wasserman was No. 2 on last year’s list, which was based on fiscal 2020 compensation, with a total case figure of $1.73 million.

Wasser takes the top spot from Adam Ciongoli of Campbell Soup Co., who was No. 1 last year with $1.77 million in total cash—and who sits at No. 7 this year with $1.31 million in total cash.

Wasser is one of four women occupying the top five spots on this year’s list. The others are: Anne T. Madden of Honeywell International ($2.03 million total cash), Tamara Linde of Public Service Enterprise Group ($1.56 million) and Heidi Chen of Zoetis ($1.44 million).

That’s promising news from a gender equity standpoint, though the listed GC positions remain mostly occupied by men.

Rounding out the top five is John Kim of Cognizant Technology Solutions, whose $1.73 million in total cash places him at No. 3.

For national context, Wasser sits at No. 30 on Corporate Counsel’s list as the highest-paid GC based in New Jersey, followed by Madden (No. 62), Kim (No. 84), Linde (No. 121) and Chen (No. 151).

Each of those national placements represents a move up Corporate Counsel’s list, including for Wasser, who ranked No. 61 on last year’s list.

Equity Awards and Cashing In

Salaries and bonuses are sizeable for these positions, though top GCs can accumulate eye-opening wealth via equity in their corporations.

Each listed GC’s “total take-home” figure includes stock value realized on vesting and options exercised during the fiscal year.

The New Jersey GC with the highest compensation in that category is Madden, who cleared $9.56 million in 2021 total take-home pay thanks to $7.53 million in exercises.

The second-highest take-home pay, at $9.10 million, belongs to Patrick de Maynadier of Church & Dwight. Chen comes next, with $8.3 million in total take-home, followed by Steven Fasman of Catalent ($5.94 million), Wasser ($4.22 million) and Samrat Khichi of Becton, Dickinson and Co. ($3.01 million).

As for stock and options awards, every GC on the New Jersey list but one got one or both. The highest compensation in that category went to Madden, who received $4.52 million in stock awards and $1.64 million in options awards in 2021.

Madden, like many GCs on the list, is well established in her role: she has been in her current position, senior vice president and general counsel for Honeywell, since 2017, and was with the company for many years before that, according to her online bio.

But, according to David Garber, GCs are no longer expected to wait for equity awards. Those awards often come early and often in a top in-house lawyer’s employment, said Garber of Princeton Legal Search Group, who focuses on in-house placements.

“It used to be you had to be with a company awhile … Now it’s happening right out of the box,” he said. “We’ve seen many many companies who’ll give a sign-on award. Typically it’s a nice chunk, measured sometimes in six figures, with either a three- or four-year vesting period.”

GCs then expect another equity award at year’s end, he said.

“People are looking for that,” he added. “The expectation is, if you’re going to a public company, there’s not going to be a waiting period.”

‘Have Your Value Proposition at the Ready’

Garber added that, while ”there’s still a very active hiring market by companies for lawyers,” recruiting in-house positions has become increasingly competitive, and not just for the highest in-house positions.

One reason for that is, “because lawyers are law firms are being paid so well now … those people are pretty much out of the in-house market. They’ve become pretty much unaffordable. And many of them are self-selecting out,” Garber said.

That means recruiting in-house lawyers for other in-house openings usually makes more sense, he said. ”As a result, the people who are already in house are in demand,” which drives up demand for bonuses and equity awards, he added. “It has certainly gotten harder to pry top talent loose.”

Garber said the recruiting environment makes the placement professional’s job harder, and for the legal departments doing the hiring, “you really have to have your value proposition at the ready.”

Part of that value proposition is work environment. Most companies have embraced “at least some form of hybrid work,” and those that don’t “are at a tremendous disadvantage in attracting talent,” he said. ”Most people, when they hear there’s no remote flexibility, they’re not interested at all.”

As for economic uncertainty, Garber said that one bright side is that legal departments have largely proven their value since the Great Recession, and are less often in the budgetary crosshairs. In-house lawyers “are viewed as truly adding value and viewed as something that probably can’t be done without,” he said. ”They’re constantly demonstrating their value. … Especially in the regulated industries, you’re always going to have the need for lawyers.”