Thanks in part to mergers, retirements and corporations leaving the state, the list of the highest-paid general counsel at Pennsylvania-based public corporations saw a major shake-up in 2011.
Five of the top 10 are new to the list this year and a few others made moves up the chart from last year’s results.
One constant over the past few years has been Allegheny Technologies Inc. General Counsel Jon D. Walton, who has been ranked first or second several years running. That will change next year given Walton’s May 2011 retirement from the company, but he pulled in enough in those few months of the year to earn him the top spot on this year’s rankings.
Despite a nearly $300,000 drop in his base salary and the disappearance of a $711,000 bonus he received in 2010, Walton came in first on the list based on total cash compensation in 2011. That was thanks to the fact that his nonequity incentive compensation more than doubled to $3.06 million between 2010 and 2011. That compensation, in addition to his nearly $147,000 salary for 2011, earned him the top spot on this year’s list with total cash take-home of more than $3.2 million. That was an increase from the $2.5 million he earned in total cash in 2010.
General 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 50 top-ranked general 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 general counsel happen to be on that list for a company, they can make it to our report.
Walton’s total compensation in 2011 — for which stock and option awards, change in pension value and “other compensation” are included — increased by about $300,000 from 2010 to $6.58 million. Walton’s total compensation was the highest on the list both last year and this year.
Walton was helped to the top of the list by the fact that insurance giant Cigna Corp. moved its headquarters, and its general counsel, to Connecticut. Carol Ann Petren, the former GC of the company, was number one on our list last year with $2.8 million in total cash compensation. She was third, however, when it came to total compensation. Petren retired from Cigna in July 2011.
Also missing from the top of this year’s list are Arthur Block of Comcast, who was ranked third last year with $2.07 million in total cash compensation; Burton H. Snyder of Hershey’s, who was ranked fifth for his $1.06 million in total cash; Nancy S. Sundheim of Unisys Corp., who was ranked sixth last year with about $930,000 in total cash compensation; and Gerald J. Pappert of Cephalon, who was seventh with nearly $909,000 in compensation. Cephalon was purchased by Teva Pharmaceuticals, knocking the company off the list of Pennsylvania corporations. Block, Sundheim and Snyder were not among their corporations highest-paid executives. Snyder retired in May 2012.
The biggest takeaway from 2011’s compensation models is that bonuses were not the preferred method of compensating general counsel — nonequity incentive compensation was. And when it came to noncash forms of payment, stock awards saw a big bump in 2011. Of the 50 Pennsylvania-based general counsel on our list, only 13 received bonuses and no one in the top 10 received a bonus.
In looking at the 33 general counsel who were on the list this year and last year, 18 saw increases in their nonequity incentive compensation in 2011, with eight seeing that figure fall. Salary increased for all but two of those 33 GCs.
John W. McGonigle, general counsel of Federated Investors Inc. and new to our list this year, is the second-highest-paid GC in Pennsylvania. He has the highest salary of anyone on the list, at $720,000, and his $1.06 million in nonequity incentive compensation is second only to Walton.
Coming in at number three in this year’s ranking was former Alcoa Inc. General Counsel Nicholas J. DeRoma. He won’t be on the list next year, at least with Alcoa, after having stepped down in 2011. Max Laun was named the new GC of the company.
DeRoma’s salary for 2011 was $562,500 and his nonequity compensation was $461,880. He had a sizeable stock award for the year of $960,000, which was beat out only by Walton’s $2.05 million stock award and the $1.1 million stock award paid to Sunoco Inc. General Counsel Stacy L. Fox, who ranked 19th on this year’s list.
Fox had a strong total compensation package at $2.6 million thanks in part to $1.1 million in stock awards, but she fell from fourth last year to 19th this year because of her lack of a bonus and drop in nonequity compensation.
Fox’s salary increased from $466,666 to $550,000, but her $200,000 bonus in 2010 dropped to zero last year. Fox’s nonequity compensation plummeted from $875,000 in 2010 to $79,200 in 2011.
Making their way onto or up the top 10 this year were Endo Health Solutions Inc.’s Caroline B. Manogue and Penn National Gaming Inc.’s Jordan B. Savitch. Manogue rose from eighth last year to fourth this year on slight increases in both salary and nonequity compensation for a total cash take-home of $964,742. Savitch moved up from 12th to eighth on similar increases in salary and nonequity compensation, with total cash in 2011 of $872,955. Both Manogue and Savitch saw notable increases in their stock and option awards in 2011 as well.
The other two veterans on this year’s top 10 were P. Jerome Richey of Consol Energy Inc. and John G. Chou of AmeriscourceBergen, who held to their respective ninth- and 10th-place spots on the rankings year over year.
The other newcomers to the top 10 were FMC Corp.’s Andrea Utecht, who came in fifth with about $950,000 in total cash compensation; Air Products & Chemicals Inc.’s J.D. Stanley, who raked in $940,000 in total cash and ranked sixth; and TMS International Corp.’s Thomas E. Lippard, who earned about $890,000 in total cash compensation in 2011 and ranked seventh.
THE COMPENSATION CLIMB
Pennsylvania-based corporations paid their general counsel more in a number of compensation categories in 2011.
In looking at the 33 general counsel who were on our list for the last two years, the total salary paid to them increased from $10.5 million to $11.06 million, or about 5.2 percent. The average salary rose from about $318,000 in 2010 to $335,000 in 2011.
While nonequity compensation was far and away the preferred method of compensation over bonuses, the compensation method increased in large part because of Walton’s huge bump. When looking at the 33 general counsel who were on the list both years, nonequity compensation increased 20 percent year-over-year. But when Walton’s outlying figures are removed from that equation, the increase nosedives to 0.2 percent.
Stock options were another popular form of compensation for the state’s corporations in 2012. The 33 general counsel on the list both years earned more than $9.3 million in stock awards in 2010. That figure grew to more than $10.6 million in 2011, for a 14.1 percent increase.
The increases in general counsel pay on a number of fronts was in stark contrast to what general counsel were seeing nationally. As can been seen in the report on page 9 from our sibling publication Corporate Counsel, 2011 was a year of declines in every category the magazine tracks for general counsel compensation. But there is a caveat there.
“As bad as they look, this year’s results go down better with a spoonful of historical context,” the magazine noted. “The drops come on the heels of double-digit gains across most categories in last year’s survey. And those results in turn followed a year of plunging take-home cash, particularly in the area of bonuses.”
TAKING A DIP — IN PAY
While Pennsylvania corporations increased compensation more on average than their national counterparts, not everyone on our list took home larger paychecks.
Nancy M. Snyder of Penn Virginia Corp. fell the furthest down our list, dropping 17 spots from 19th last year to 36th this year. Her salary was increased by about $10,000 in 2011 to $310,100, but her bonus was cut from $300,000 in 2010 to $93,000 in 2011, dropping her total cash compensation by nearly $200,000 to $403,100.
John R. Van Zile of Checkpoint Systems Inc. dropped 12 spots on our list from 35th last year to 47th this year. His salary rose a few thousand dollars to $290,859, but his nonequity compensation of $87,000 in 2010 was wiped out in 2011, bringing his total cash compensation down to $290,850 from $373,789.
Robert H. Young Jr. of Airgas Inc. fell eight spots from 15th last year to 23rd this year. His salary rose more than $30,000 to $377,275, but his $35,000 bonus from 2010 dropped to zero in 2011 and his nonequity compensation fell from $250,000 to $190,000.
Michael S. Yecies of Resource America Inc. dropped from 41st to 49th thanks to just a $10,000 drop in total cash compensation to $277,000.
Gina Passarella can be contacted at 215-557-2494 or at firstname.lastname@example.org. Follow her on Twitter @GPassarellaTLI