The Legal Intelligencer General Counsel October 15 2013 : Page 1

Mid-Atlantic For and about General Counsel GC COnTEnTs 2 In Pa., 2012 Was the Year of the Bonus 6 GC Mid-Atlantic Events 6 After Rough Year, Top National Company Lawyers Get a Raise 10 Regulatory Spotlight on Excessive Compensation OCTOBER 2013 GC COMPENSATION

In Pa., 2012 Was The Year Of The Bonus

Zack Needles

The bonus returned in a big way in 2012.<br /> <br /> Four of the top 10 highestpaid in-house counsel at Pennsylvaniabased public corporations received bonuses in 2012, including the top three, all of whom saw bonuses above $1 million.<br /> <br /> In 2011, no one in the top 10 was paid a bonus and the highest bonus on the list was the $265,000 paid to John B. Wright II of Triumph Group Inc. <br /> <br /> Wright ranked number 26 overall on the 2011 list with a total cash compensation of $545,000.<br /> <br /> Wright climbed to number 22 in 2012, with a total cash compensation of $566,000, but this time his $275,000 bonus was nowhere near the top.<br /> <br /> Instead, the highest bonus in 2012 was the $1.5 million paid to Audrey Strauss, who was named chief legal officer of Alcoa Inc. in 2012 and ranked second on the list.<br /> <br /> Overall, there were more and much larger bonuses paid in 2012 than in 2011.<br /> <br /> While 14 attorneys on the list received bonuses in 2011, averaging $84,000, there were 19 lawyers on the list who received bonuses in 2012, averaging more than $317,000 — a 277 percent increase.<br /> <br /> But increased bonuses were just one factor that contributed to a list of highest- paid in-house counsel that looked markedly different in 2012 than it did in 2011. <br /> <br /> Only four of the top 10 in-house counsel from 2011 cracked the top 10 again in 2012.<br /> <br /> And while a few names from further down the ranking in years past moved into the top 10 in 2012, the highest-paid Pennsylvania in-house counsel in 2012 was a complete newcomer to the list.<br /> <br /> Adam G. Ciongoli, executive vice president and general counsel of Lincoln Financial Corp., who took over that role in April 2012, topped the list with a total cash compensation of about $2.4 million.<br /> <br /> Ciongoli managed to pull in a bonus of more than $1 million and $930,000 in nonequity incentive compensation on top of his $353,000 annual base salary.<br /> <br /> Still, Ciongoli’s total cash compensation still fell about $800,000 short of the in-house counsel who topped last year’s list, Allegheny Technologies Inc. GC Jon D. Walton.<br /> <br /> Walton, who had been ranked first or second for several years running, retired in May 2011.<br /> <br /> In-house counsel are ranked based on total cash compensation of salary, bonus and nonequity incentive compensation, as opposed to total compensation, which also includes stock and option awards among other forms of payment. The 48 top-ranked in-house counsel on our list are those for whom compensation information is available. Public corporations only have to report compensation for their top five highest-paid executives, and if in-house counsel happen to be on that list for a company, they can make it into our report.<br /> <br /> In addition to the top-ranked Ciongoli, two other attorneys in the top 10 were complete newcomers to the list as a whole.<br /> <br /> Alcoa’s Strauss was ranked number two, earning a $1.5 million bonus on top of her $377,000 base salary and $475,000 in nonequity incentive compensation.<br /> <br /> Also new to the list was Nancy S. Sundheim, who has been senior vice president and GC of Unisys Corp. since 2001 and was ranked number seven.<br /> <br /> Between earning a $507,000 base salary and a $388,000 bonus, Sundheim took home about $895,000 in cash in 2012. <br /> <br /> The highest-ranked among those who made the top 10 in both 2011 and 2012 was Andrea Utecht, executive vice president, GC and secretary of FMC Corp., who remained in fifth place, even though her total cash compensation rose by $150,000, from about $950,000 in 2011 to about $1.1 million in 2012.<br /> <br /> Just behind her, Thomas E. Lippard, the former executive vice president, GC and secretary of TMS International Corp., rose one spot, from number seven to number six, with a total cash compensation of more than $900,000 in 2012, up about $10,000 from the previous year.<br /> <br /> While Lippard’s $521,000 base salary remained the same from 2011 to 2012, his total cash take-home was supplemented by his nonequity incentive compensation plan compensation, which rose from $369,000 to $379,000.<br /> <br /> It was to be Lippard’s last year on the list, as he retired from TMS at the end of 2012. <br /> <br /> John G. Chou, executive vice president and GC of AmerisourceBergen Corp., ascended two spots, from 10th place to eighth place, on the strength of a $58,000 jump in total cash, from about $828,000 in 2011 to about $886,000 in 2012. <br /> <br /> Contributing to that jump was a $62,000 base salary hike from about $374,000 to about $436,000, which helped to cover a dip in nonequity incentive plan compensation from about $454,000 to about $449,000.<br /> <br /> Jordan B. Savitch, senior vice president and GC of Penn National Gaming Inc., meanwhile, fell from eighth place to ninth place, despite a $16,000 base salary bump — from about $498,000 to about $514,000 — that brought his total cash compensation up $8,000, from about $873,000 to about $881,000.<br /> <br /> Three lawyers moved into the top 10 from further down the list in 2012.<br /> <br /> Thomas K. Equels, executive vice chairman, secretary and GC of Hemispherx Biopharma Inc., made the most dramatic climb, from number 16 in 2011 to number three in 2012.<br /> <br /> Equels’ total cash compensation nearly tripled, from about $698,000 to about $2 million, almost entirely on the strength of a nearly $1.3 million bonus.<br /> <br /> Equels did not receive a bonus in 2011.<br /> <br /> Meanwhile, his base salary grew by $121,000, from about $573,000 in 2011 to $694,000 in 2012, though he had no nonequity incentive compensation either year.<br /> <br /> James D. Garraux, GC and senior vice president of corporate affairs for United States Steel Corp., who just missed the top 10 in 2011, coming in at number 11, ranked fifth in 2012.<br /> <br /> Garraux’s total cash compensation grew by $772,000, from about $828,000 to $1.6 million, in 2012.<br /> <br /> That jump can mostly be attributed to the more than $700,000 increase in Garraux’s nonequity incentive plan compensation, from $280,000 to $991,000.<br /> <br /> Garraux’s base salary also grew by $23,000, from $548,000 to $571,000.<br /> <br /> As of press time, Garraux was set to retire at the end of September.<br /> <br /> Laurence G. Miller, chief administrative officer, executive vice president, GC and secretary of Teleflex Inc., ranked 10th in 2012 after coming in at number 15 in 2011.<br /> <br /> Miller’s base pay jumped $19,000, from about $431,000 in 2011 to $450,000 in 2012, while his nonequity incentive plan compensation swelled by $139,000, from about $274,000 in 2011 to more than $413,000.<br /> <br /> Miller’s total cash compensation for 2012 was about $863,000.<br /> <br /> The only in-house counsel to drop out of the top 10 but remain on the list was J. D. Stanley of Air Products and Chemicals Inc., who went from sixth place to 11th place.<br /> <br /> While Stanley’s base salary rose from $450,000 to about $457,000 in 2012, his nonequity incentive plan compensation was cut by more than half, from $490,000 to $232,000.<br /> <br /> Along with Walton, Allegheny Technologies’ former GC, there were three other in-house lawyers who made the top 10 in 2011 and were completely absent from the list in 2012.<br /> <br /> John W. McGonigle, the vice chairman, executive vice president, chief legal officer and secretary director of Federated Investors Inc., who was ranked number two in 2011 with a total cash take-home of $1.8 million, did not make the list in 2012.<br /> <br /> Nicholas J. DeRoma, the vice president and GC of Alcoa Inc., who was ranked third in 2011 with total cash compensation of about $1 million, was also missing from the 2012 list.<br /> <br /> P. Jerome Richey, the former executive vice president of Consol Energy Inc., who ranked ninth in 2011 with a total cash compensation of about $870,000, was also not on the list in 2012.<br /> <br /> McGonigle, DeRoma and Richey were not among their corporations’ highestpaid executives.<br /> <br /> While McGonigle and DeRoma remain at their respective posts, Richey left Consol in February of this year and became GC of the University of Pittsburgh.<br /> <br /> Zack Needles can be contacted at 215- 557-2493 or zneedles@alm.com. Follow him on Twitter @ZNeedlesTLI.

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