Give Gary Lynch credit for making a dramatic entrance. The chief legal officer for New York-based Morgan Stanley debuted on Corporate Counsel‘s annual survey of general counsel compensation with a whopping $6.3 million bonus. That large pot of cash earned him the No. 2 spot overall on our elite roster. A look at the nation’s 100 top-paid general counsel in 2007, as measured by the 2008 GC Compensation Survey, shows that he’s in good company. Simply put, the top legal officers at Fortune 500 companies raked it in. And that was true even for those heading the law departments at such financial institutions as Morgan Stanley, which are reeling after the collapse of the subprime mortgage market.

Once again, general counsel can thank lucrative cash bonuses that swell year after year. While the average salary stayed essentially stagnant at $567,195, the average bonus/nonequity incentive compensation jumped 17 percent, to $1.1 million. That’s double their average salary. In 2002, the average bonus was $550,397 and exceeded the average salary of $503,545 by 9 percent. Five years later, the average bonus surpassed salary by an eye-catching 100 percent. As for equity — in the popular form of outright stock grants — the trend also is up, by nearly 17 percent. Only two lawyers on the list did not receive either a stock award or option: Peter Janzen of Land O’Lakes Inc. and Gregory Doody of Calpine Corp. The average stock award topped $1.3 million, compared to $1.1 million the year before. Meanwhile, the less fashionable stock option, the darling of the tech bubble years, fell 10 percent, to a relatively paltry average of $720,470. Volatility in the stock market didn’t stop 56 attorneys from cashing out their stocks and realizing a gain of an average $2.4 million, though. Overall, these GCs walked away with nearly $304 million in total salary, bonuses and stock cash-outs in 2007, slightly less than the $307 million they took home the previous year. “Any general counsel who wants big money gets stock,” says Rees Morrison, president of Rees Morrison Associates, a consulting firm for legal departments. “That’s where the huge money is. If you’re a GC, your money is in equity.”

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