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Deputy General Counsel CarMax, Inc. 2004 Revenues: $4.6 billion Lawyers in Legal Department: 11
Patricia Covington had been acting general counsel of CarMax Inc., for seven months when Stuart Heaton stepped into her office. He was being interviewed by lawyers in the department in hopes of becoming the company’s GC. Just 15 minutes into their July 2002 meeting, Heaton found himself wondering, “Why is she interviewing me?” From Covington’s detailed questions, Heaton thought she had a broad legal background and complex understanding of in-house practice. His first impressions were correct. Having worked at CarMax since 1997, Covington knew the company’s legal operations exceptionally well. When she started, CarMax operated used car stores in three states; now the Glen Allen, Va.-based business is in 19. “I grew along with the company,” she says. Despite her tenure, Covington lacked one crucial skill — corporate governance expertise — that insiders say prevented her from getting the full-time GC job. A separation from parent company Circuit City Stores Inc. loomed three months in the future, and management wanted a more experienced lawyer. “My experience internally was where I needed to be” but, Covington says, her external relationships needed further development. Heaton, with eight years of experience as assistant GC of Lockheed Martin Corp., was quickly hired. Soon after, he began a series of moves designed to help Covington advance — she’s been promoted twice in the last two years. Heaton first placed Covington at the head of the business operations subgroup, which gave her most of the company’s corporate governance work. With the help of a three-lawyer staff, she created and implemented CarMax’s privacy program, making the company compliant with federal health insurance and financial data rules. Last year Covington, now 37, took on her biggest project, supporting CarMax’s corporate restructuring. Since the separation, the company has grown to 58 superstores in 27 different markets. With business booming, the board thought that it would make more sense to split the company into 10 subsidiaries, each handling a different aspect of the business, from employment to credit services. According to Nicole Frush Munro of Hudson Cook, CarMax’s outside counsel on the project, not only did Covington thoroughly know the law, but she also had the foresight to spot and solve potential problems early on. “She has the whole package,” Munro says. Covington puts energy and drive into all aspects of her life, from professional projects to charity work (she started her own foundation, Fundaci�n Proni�o, to help homeless children in her native Honduras) to training for marathons (she’s already run four); Hudson Cook lawyers refer to her as “the fireball.” Just two-and-a-half years after that first meeting with Heaton, Covington has already moved up through the ranks. “She’s much further along the corporate governance path now,” says the GC. It won’t be long, he says, before his “right hand” starts writing her own rules.

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