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Stephanie Abramson, Young & Rubicam Inc. (44)

Stephanie Abramson has seen both sides now. In 1995 she joined Young & Rubicam Inc. as executive vice president, general counsel, and secretary, after spending 19 years at Philadelphia’s Morgan, Lewis & Bockius. Abramson, 55, oversees 14 lawyers and manages all outside counsel working for offices in 70 countries worldwide. She helped take the global ad agency public in 1998, worked on the company’s first public debt offering in 1999, and is currently completing its $4.7 billion merger with London-based WPP Group. At press time it was uncertain what changes would be made within Young & Rubicam’s executive ranks as a result of the merger, expected to close by the end of the year. But no matter the outcome, Abramson says, she comes out ahead because the agency’s global atmosphere has helped her learn to think in a “less American-centric” way. Steven Altman, Qualcomm Incorporated (83)

It was a very good year in the market for Steven Altman, executive vice president and general counsel of San Diego-based Qualcomm Incorporated, which pioneered the technology used in cell phones and other wireless equipment. Altman cashed $13.4 million in his company stock options in 1999, placing him third on Corporate Counsel‘s list of legal executives who exercised options last year. He joined Qualcomm just over a decade ago after a three-year stint at San Diego-based Gray Cary Ware & Freidenrich, where he specialized in intellectual property, mergers and acquisitions, securities, and general corporate matters. He was recommended to Qualcomm by his wife, Lisa, then a contract attorney there and now at home taking care of their three children. Within a year of arriving at Qualcomm, Altman was named to the newly created post of general counsel. He’s been adding titles ever since. In addition to legal responsibilities, he now serves as senior vice president and general manager of the company’s Technology Transfer and Strategic Alliances Division, which focuses on joint ventures and new business development. The effort is nicely compensated. His salary and bonus added up to nearly $664,000 last year. Altman says his legal staff includes about 20 business lawyers and 25 patent attorneys; a large part of the department’s work is filing patents and prosecuting patent infringement. Last year’s workload also included a $1 billion acquisition and the spinoff of a wireless division. William Barr, GTE Corporation (now Verizon Communications) (27)

William Barr’s daily routine is about the same, although he’s working for a company with a new name, and his paycheck is heftier. Barr, executive vice president and general counsel of Verizon Communications (formerly GTE Corporation and Bell Atlantic Corporation), was at just over $1 million in cash compensation with options valued at almost $6.7 million before the merger was finalized earlier this year. Barr says he’s now drawing more, and the philosophy of the company will be more toward the option side. But Barr, who was attorney general under President George Bush, claims he won’t be going on any big shopping sprees: “I’m sort of a saver. I don’t have a second home or anything like that.” Besides, Barr, who oversees the legal, regulatory, and government affairs group of the company, says he’s busy paying off his kids’ college and graduate school tuitions. Louis Briskman, CBS Corporation (5)

New York-based CBS Corporation may have been swallowed by media giant Viacom Inc. for $37.3 billion, but Louis Briskman, general counsel for CBS Television, still has his job. Since the merger closed in May, Briskman and his staff of 41 lawyers, under orders from the Federal Communications Commission, have been divesting some of CBS’ TV and radio stations. During 1999 his team also completed $20 billion in deals, with CBS’ acquisitions of Los Angeles-based King World Productions, Inc., two Texas TV stations, and CBS subsidiary Infinity Broadcasting Corporation’s purchase of Phoenix-based Outdoor Systems, Inc. Before taking charge at CBS, Briskman, 51, was general counsel at Pittsburgh, Pa.-based Westinghouse Electric Corporation, which acquired CBS in 1995. When asked how he spends his free time, Briskman jokes, “I worry why I have it.” Beverly Chell, Primedia, Inc. (34)

When old-line Primedia, Inc., wanted to turn into a new economy firm, it adopted an alliance strategy. In the last year, the New York-based publisher of some 250 magazines, including Modern Bride and Seventeen, has formed more than a dozen new-media alliances with such companies as Yahoo! Inc. and SoapCity/Sony Corporation. Beverly Chell, the company’s vice chair, general counsel, and secretary, co-founded the company more than a decade ago and now is at the forefront of the rush to the Internet. In 1989 she and two other colleagues defected from Macmillan, Inc., to found K-III Communications Corporation, the forerunner of Primedia. Since then, investment firm Kohlberg Kravis Roberts has bought 82 percent of the ever-evolving media company. And Chell has been stockpiling her equity along the way. She’s carrying exercisable stock valued at nearly $19 million, giving her the number nine spot on the Corporate Counsel chart of executives who are sitting on options. She also brought home close to $1 million in salary and bonus, placing her first among GCs in the media and entertainment industry — the biggest earners this year, with an average salary of just under $850,000. J. Barclay Collins, Amerada Hess Corporation (28) J. Barclay Collins raked in $1 million in cash compensation last year as head of Amerada Hess Corporation’s legal department. Collins, who oversees a team of 25 lawyers worldwide, last year helped the oil giant buy 2.1 percent of Scotland-based Ramco Energy’s holdings — a deal valued at $150 million. He’s been staying busy this year, too: he recently helped guide a joint venture with the consulting firm Arthur D. Little and Italian fuel-cell manufacturer Denora. Collins, 55, has been at Amerada Hess since 1984 as general counsel and is also a member of the company’s board of directors. Previously he was with New York’s Cravath, Swaine & Moore, but left before becoming a partner. Clive Cummis, Park Place Entertainment Corporation (8)

It’s a sure bet that being the legal head of Las Vegas-based Park Place Entertainment Corporation, the largest gaming and casino company in the world, is a pretty cool gig. “It’s a fun place,” confirms 71-year-old Clive Cummis, executive vice president of law and corporate affairs, secretary, and director of the company. But, he adds, “it’s also a very complex industry in a very severe regulatory atmosphere.” At least Cummis gets paid handsomely for his efforts. His total cash compensation for 1999 came to more than $1.6 million, landing him in slot number eight on our list of top earners. And that’s not counting Cummis’ partner draw at Sills Cummis Radin Tischman Epstein & Gross, the prominent New Jersey firm he helped found. As general counsel for Park Place Entertainment, Cummis oversaw the $3 billion acquisition of Caesars World, Inc., a deal that closed last December. Currently he’s exploring the possibility of developing a major resort in New York’s Catskills mountains for Park Place, on an Indian reservation, complete with gambling, restaurants, spas, and lodging. Traveling between his law firm’s headquarters in Newark, N.J., and Park Place’s headquarters in Vegas, Cummis oversees a Park Place in-house legal team consisting of 11 other attorneys and typically puts in 15-hour days. When he does get a chance to spend some of his dough, Cummis says he makes sure it goes in part to the universities that he and his wife attended, including Tulane University and the University of Pennsylvania. Frank Eichler, MediaOne Group, Inc. (87) MediaOne Group, Inc.’s executive vice president, general counsel, and secretary, Frank Eichler, found himself without a job after AT & T Corp. agreed to buy the Englewood, Colo.-based MediaOne for $62 billion in May 1999. He wasn’t idle for long, though. After the merger gained approval by the Federal Communications Commission in June, Eichler, 44, left the company, where he had been at the legal helm since 1998, and started a new career. On August 1 he and three other former MediaOne executives, including the old company’s president, opened the doors to Englewood-based LoneTree Capital Partners, an investment fund and venture capital firm. At AT & T, Rick Bailey, senior vice president and chief counsel of AT & T Broadband, LLC, has assumed Eichler’s former duties. Rebecca Kendall, Eli Lilly and Company (38) Rebecca Kendall, senior vice president and general counsel of Indianapolis-based Eli Lilly and Company, definitely has had something to be depressed about. This August 9, a federal court sped up the patent expiration date for Eli Lilly’s cash cow, Prozac, the world’s best-selling antidepressant. With the gate flung open to generics, the decision sent the pharmaceutical company’s stock into a tizzy, losing 33 points in one day. Luckily, Kendall had her own antidepressant available: She exercised her options, raking in $929,211. Eli Lilly will appeal the court’s decision. But if the decision holds, pseudo-Prozacs are expected to flood the market by August 2001. The 52-year-old Kendall was known as Rebecca Goss until August, when she got married. She has been with Eli Lilly for 22 years, nailing the top legal job in 1995. James Kelley, Georgia-Pacific Corporation (68) Soaking up the competition can keep a general counsel busy. Last year, Georgia-Pacific Corporation general counsel and vice president James Kelley helped orchestrate two major absorptions for the Atlanta-based maker of paper, office supplies, and tissue products. Now it’s the proud manufacturer of such brands as Angel Soft and Coronet paper towels. Analysts had thought that Georgia-Pacific would fall prey to a takeover bid; instead, the company wound up taking over Fort James Corporation of Deerfield, Ill., and the Seattle-based Plum Creek Timber Company. As its market reach increased with each new acquisition, so did antitrust questions. Kelley says that the most interesting part of his job has been keeping one step ahead of the Justice Department. That job expanded recently. Promoted to executive vice president in August, he was given the added responsibility of managing the company’s chemical division. Thomas Kuhn, formerly of USA Networks, Inc. (42) Thomas Kuhn has taken the money and run. In September, the 38-year-old left his post as senior vice president and general counsel of USA Networks, Inc. He departed without any announced plan. But he should be just fine. He cashed in $649,000 worth of stock options and pocketed a bonus of $450,000 — on top of a salary of $450,000. And he still has $993,125 in unexercised stock options as a backup. “It’s been a great experience,” Kuhn said, right before heading for the door, “but I’m looking to make a change.” In the final of his three years with the company, Kuhn, who oversaw two attorneys, helped create two new public subsidiaries: Hotel Reservations Network, Inc., and Styleclic. He said part of his job was to find companies to acquire, then “help them realize their potential.” USA Network’s holdings include such household names as USA Network, The Home Shopping Network, and Ticketmaster. Kuhn’s replacement as USA Network’s chief legal officer is Julius Genachowski, also 38. He had been GC of one of the company’s subsidiaries. Mark Lehman, The Bear Stearns Companies Inc. (1) Alone among the major investment banks, The Bear Stearns Companies Inc. last year made its general counsel one of its five most highly compensated executives. So while other investment banks’ general counsel may actually have made more than Mark Lehman, his salary was made public — and he landed on the top of our compensation survey, with $2.7 million in total compensation. Lehman certainly earned his keep last year. The market was in full throttle. His many duties included settling a two-year, high-profile Securities and Exchange Commission investigation into Bear Stearns and its role in the failure of its former clearing subsidiary, A.R. Baron. The bank settled the investigation at a cost of $25 million while admitting no wrongdoing. Robert Lemle, Cablevision Systems Corporation (10)

Cablevision Systems Corporation’s executive vice president, general counsel, and secretary Robert Lemle proves that it pays to stay in one place for a while. He’s been general counsel at the Bethpage, N.Y., company since 1983. Last year he cashed in a whopping $16.2 million in stock options, on top of collecting $1.5 million in salary and bonus. Lemle, who is vice-chairman of Cablevision subsidiary Madison Square Garden in addition to serving as Cablevision’s general counsel, hasn’t kept all of the money to himself. He is one of the founders of the Long Island Children’s Museum in Garden City, N.Y., and is president of the museum’s board of directors. The museum, which features interactive exhibits such as one showing children what it’s like to have a physical disability, has been so successful that construction on a new 40,000-square-foot site is expected to begin soon. Lemle, 47, and his staff of 35 lawyers just settled Cablevision’s suit against [email protected] At press time they were gearing up for the issuance of Rainbow Media Group tracking stock and were working on renewing Madison Square Garden’s 12-year-old contract with the New York Yankees, set to expire at the end of this baseball season. Frank Menaker, Jr., Lockheed Martin Corporation (48) Frank Menaker, Jr.’s legal department at Lockheed Martin Corporation spent a large part of last year making a big stink about a name. The defense contractor, which owns a research lab called the “Skunkworks,” lost a three-year-old suit trying to prevent Internet domain name supplier Network Solutions, Inc., from giving out domain names like to other companies. The 60-year-old Menaker came to Lockheed in 1995 after it merged with Martin Marietta, where he had been the general counsel. At Lockheed, Menaker has 12 attorneys on his staff in Bethesda, Md., and more than 150 others around the United States. Last year he took home $875,840 in salary and bonus. James Reed Jr., Tesoro Petroleum Corporation (85) James Reed Jr., is executive vice president, general counsel, and secretary of San Antonio-based Tesoro Petroleum Corporation, a refining company. Last year his $595,000 in salary plus bonus made him number 99 on our survey; this year his $656,000 moves him up to number 85. Not a bad place to be, especially since he was also granted $687,000 in stock options in 1999. After Tesoro tripled in size through acquisitions in 1998, the company used 1999 as a “reorganization year,” revamping its administration and operations, according to director of investor relations Susan Pirotina. Last year also marked a personal milestone for Reed: It was his twenty-fifth anniversary with the company. He started at Tesoro as a staff attorney in 1974. Reed, 55, gives orders to a staff of nine attorneys. Joseph Ryan, Marriott International, Inc. (63)

Putting on the Ritz may be a treat for some, but it’s old hat to Joseph Ryan. For about six years now, he’s been head of the legal department at the Bethesda, Md.-based Marriott International, Inc., the United States’ largest hotel chain, which includes the Ritz-Carlton brand. So, although he says he doesn’t travel much, when he does, for business or pleasure, he stays at a Ritz-Carlton or one of Marriott’s other hotels. His job’s perks may be great, but so, too, are its demands. The hotel company buys, develops, and then sells hotels in a never-ending cycle, often getting involved in the financing, and ultimately the management, of its properties. Last year the chain added 243 hotels and time-share units as part of its strategy to maintain leadership in the competitive and fragmented hotel industry, where at last count it had about 7 percent of the domestic market. Hilton Hotels, Hyatt Hotels and Resorts, and Starwood Resorts are the major competitors, but together they control less than an estimated 25 percent of the marketplace, Ryan says. Marriott’s recent expansion has involved a huge development effort, as well as the creation and development of a luxury and moderate time-share brand. The company also grew overseas, prompting an expansion and reorganization of Marriott’s international legal team. But Ryan notes that the hotel industry is not a “bricks and mortar” business, as many people think. Marriott owns brands, not properties, he explains. The company also manages hotels for other owners. Last year’s workload also saw the end to some class action suits related to limited partnerships in the late 1980s. Ryan’s total cash last year was $1.3 million, including $444,000 in salary, a $300,000-plus bonus, and $574,650 in exercised stock options. Ryan spent 27 years at Los Angeles’ O’Melveny & Myers, the last few as managing partner, before joining Marriott in late 1994. The law department he now oversees has 72 lawyers. Robert Sharpe, Jr., PepsiCo, Inc. (33)

Apparently Robert Sharpe, Jr., senior vice president of public affairs and general counsel of PepsiCo, Inc., likes his company’s product. He has a Pepsi cooler in his office and drinks the equivalent of three or four cans of Diet Pepsi a day. The caffeine must help the 48-year-old Sharpe power through his busy days. From his Purchase, N.Y., office, he oversees a 50-lawyer staff based all over the world. He recently helped take the company’s U.S. bottling operations public. He’s also coached the corporation’s mergers with several other bottling operations, including Rolling Meadows, Ill.-based Whitman Corporation. Sharpe snagged nearly $1 million in cash compensation for his work and was using some of his earnings for his wedding in early September. But not all of Sharpe’s dough went to something borrowed and something blue. He also likes to spend his money on golf, travel, and fishing. The sodas, one presumes, are free. Peter Skinner, Dow Jones & Company, Inc. (46)

Dow Jones & Company, Inc. executive vice president and general counsel Peter Skinner had something to pat himself on the back about last year. In the culmination of a three-year legal battle, the Houston brokerage firm MMAR Group dropped a libel suit against the media company’s flagship paper The Wall Street Journal after a Texas judge had ordered a new trial. The first trial had ended in the jury ordering Dow Jones to pay the plaintiffs $223 million — the largest libel award ever and a stunning embarrassment for Dow Jones. With that case in the bag, the 56-year-old Skinner, who is based in New York and oversees a staff of 13 attorneys, was better able to enjoy his compensation: almost $900,000 in salary and bonus and another quarter million in stock options. Jeffery Smisek, Continental Airlines, Inc. (2)

For the past two years in a row, Continental Airlines, Inc. has been named by Fortune magazine as one of the 100 best companies to work for — and Jeffery Smisek, executive vice president and general counsel, has reason to agree. His hefty bonus of $2.3 million catapulted him into the number two slot in our GC Salary Survey. It was a one-time bonus, he explains, provided as an incentive to stay with the airline and implement an alliance with Northwest Airlines Corporation. When he wasn’t negotiating terms of that joint agreement, he was busy fighting another large airline. “We fought an intensive battle with American Airlines over Love Field in Dallas,” he says. “American sued us, and we won, breaking American’s monopoly in that market.” There also was a significant amount of international growth last year, he says, and the airline took delivery on a large order of Boeing aircraft, creating a slew of work for the legal department in terms of bilateral agreements and financial transactions. Continental, ranked the fifth-largest carrier in the United States, has a relatively small legal department: just 16 lawyers. Jennifer Vogel, a vice president in the legal department, handles day-to-day operations, while Smisek oversees the legal and public relations departments as well as federal, state, and local affairs. Smisek, a former partner at Houston’s Vinson & Elkins (where he practiced corporate finance and securities law), joined the airline in 1995 as it seemed poised to take a dive into its third bankruptcy. As part of the new management team that pulled the airline back from the brink, he since has seen the company rise in profitability, doubling its revenue. Smisek, 46, apparently plans to stay for a while; he recently signed a five-year employment agreement. So, what is he doing with all that money from his recent signing bonus? Smisek says he’s already donated a considerable amount to his alma mater, Princeton University, and to Planned Parenthood Federation of America, Inc. Douglas Steenland, Northwest Airlines Corporation (67)

Douglas Steenland worked on the leveraged buyout of Eagan, Minn.’s Northwest Airlines Corporation back in 1989 when he was a senior partner at Washington, D.C.-based Verner, Liipfert, Bernhard, McPherson and Hand. He joined the airline shortly thereafter, in 1991, as vice president, deputy general counsel, and corporate secretary. Now he serves as executive vice president and chief corporate officer as well. He oversees alliances and manages labor relations, which means he’s been busy resolving a number of open collective bargaining agreements. This is in addition to his recently added responsibilities of corporate communications and government affairs. And did we mention that he’s serving as cochairman of the Alliance Steering Committee of the Northwest/KLM joint venture that, Steenland says, generates $2 billion in revenue annually? As for litigation, “there was a lot” last year, Steenland says, but he claims “the company didn’t suffer any losses.” Multitasking has its rewards. In addition to Steenland’s salary and bonus of close to $718,000, the 49-year-old executive also received stock grants valued at $2.3 million last year. These stock grants, by the way, closely match the bonus enjoyed by Continental Airlines’ Jeffery Smisek, who spent some time last year negotiating an alliance with Northwest. Richard Verheij, UST Inc. (11) The right snuff paid off for 43-year-old Richard Verheij, general counsel and executive vice president of the Greenwich, Conn.-based tobacco company UST Inc. Verheij received a $1 million bonus in 1999, placing him ninth on the list of top bonuses given to legal executives last year. Add that to his $450,000 salary, and it was a very good year for this executive, who placed number 11 overall in cash compensation. Also notable is that his $1.4 million cash draw is equal to nearly 10 percent of the company’s revenue — which lands him at the top of our “General Counsel Compensation As A Percent Of Company Revenue” survey. Although it may have been a good year for Verheij, it was a rough one for the company he’s been with since 1986. (He became GC in 1994.) In March, a federal jury in Kentucky ordered UST’s subsidiary, United States Tobacco Company, to pay $350 million to Germantown, Conn.-based competitor Conwood Corporation for antitrust violations in the marketing and promotion of its smokeless tobacco products. Under antitrust laws, the amount has been tripled to a whopping $1.05 billion. Verheij and his staff of seven lawyers have been appealing ever since with the help of New York’s Skadden, Arps, Slate, Meagher & Flom and Reed Weitkamp Schell & Vice in Louisville, Ky. Meanwhile, both UST and Verheij have been doing their best to court politicians, especially Republicans. As of August 1, subsidiary United States Tobacco Company gave a total of $436,596 in soft money to both parties — but $409,596 of that went to the GOP. From 1996 through 1999, both UST and Verheij individually have been ranked among Connecticut’s top soft money givers by — the Web site of The Center for Responsive Politics. Verheij also has given directly to the campaigns of Bob Dole, George Bush (the elder), and Jesse Helms.

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