顶级企业法律顾问天价薪酬缩水

    顶级企业法律顾问收入颇丰。但近来即使是在公司财力见涨的情况下，法律顾问的薪酬也遭到大幅削减。去年企业内部法律顾问的总体薪酬水平出乎意料地下跌了30%。这种情况可能会波及到其他企业高管们的薪资水平，并为接下来的CEO薪酬下调埋下伏笔。

    根据《企业法律顾问》（Corporate Counsel）最新发布的一项薪酬调查结果，很多首席法律顾问去年的收入仍然远超百万美元。两方面的原因导致了法律顾问薪酬的整体大幅下滑：一是经济形势尚未明朗；二是股东施压，要求业绩与薪酬更进一步挂钩。

    根据《企业法律顾问》8月号刊登的调查结果，2010年首席法律顾问获得的现金红利上浮了28.7%，令人叹为观止，而去年的情况迥然不同，他们的平均现金红利下降到了113万美元，下跌了7.7%。

    法律管理咨询公司阿尔特曼-威尔（Altman-Weil）的一位负责人詹姆斯•威尔伯说：“法律顾问薪资水平的下滑反映了经济体内的企业在紧缩银根。2010年薪酬水平上涨是因为大家以为经济开始复苏了，现在岌岌可危的欧债危机那时候还没有引起人们的警觉。如今公司减薪的现象比比皆是。”

    去年，企业法律顾问的平均收入为61.14万美元，下滑幅度为1.8%。除了现金收入的下跌外（据调查结果显示），最高级别的法律顾问平均获得的股票奖励价值为143万美元，下滑幅度也达到了10.8%；而所有法律顾问平均获得的股票期权奖励价值为73.24万美元，下滑了18.7%。

    有些公司用年度现金奖励的方式来表彰那些年度业绩突出的高管，而没有将这些奖金预设在整个任期的固定薪酬中。这样可以防止他们出现类似与下属有染、或者虚报差旅费之类的过失。

    即便如此，首席法律顾问们的收入也算非常丰厚了。国际烟草巨头飞利普莫里斯国际公司（Philip Morris International）的首席法律顾问戴维•伯尼克去年的收入是160万美元。伯尼克现已辞职。医疗保健业巨头强生公司（Johnson & Johnson）的总法律顾问罗素•德友去年获得了490万美元的现金薪酬。

    该调查结果显示，哥伦比亚广播公司（CBS Corp.）的路易斯•布里斯克曼的收入是520万美元，主要包括现金红利和非股权激励奖金（他实际拿到手的数目是1,460万美元，原因是他还行使了部分股票期权）。谷歌（Google）的首席法律顾问戴维•戴尔蒙德去年共获得市值高达840万美元的股票奖励和市值620万美元的股票期权奖励。尽管科技行业的薪酬水平经常遥遥领先，Facebook公司总法律顾问的名字却并没有出现在此次调查结果中，因为他并不在该公司收入前五名的高管之列。

    这项调查涉及的收入范围还包括限制性股票奖励；限制性股票通常要在一段时间之后才能兑现。这样的薪酬机制将高管业绩与薪酬挂钩，目的是为了留住高管。

    法律顾问毫无疑问属于整个社会收入水平前1%的人群，而他们的老板——公司首席执行官们挣的又远在他们之上。2011年，标普500（S&P 500）成份股公司首席执行官的平均收入高达1,210万美元。企业治理咨询公司GMI Ratings跟踪研究了高管的薪酬水平，据其初步调查数据显示，去年CEO薪酬平均上涨了3%，而他们去年拿到手的总收入则上涨了15%。主要原因是在经济不景气的2008年、2009年公司高管们获得的股票期权奖励去年纷纷到期行权了。GMI Ratings对817名公司CEO的监管备案文件做出对比之后得出了以上结论。

    GMI Ratings的报告作者格雷格•鲁耶称：“今年，我们开始看到CEO们终于能兑现在金融危机时候获得的股权奖励了，他们获得奖励的时候，股价都在低位。”

    由于经济持续乏力，股市仍然低迷。如果股东们要求公司高管们拿出更好的业绩，CEO高薪盛宴恐怕即将落幕。而企业法律顾问薪酬水平的降低可能是公司高管们天价高薪增速放缓的先声。

    Top company lawyers make great money, but their compensation has taken a sizeable hit recently, even as corporate coffers bulge. And last year's surprising 30% drop in overall compensation for in-house counsel could ripple out and set the stage for CEO pay to be the next belt-tightening measure in the corner office.

    Dozens of chief legal officers named in the newly released Corporate Counsel pay survey still made well over $1 million last year. But the overall plunge in legal officer compensation packages has sprung from the still-uncertain economy and pressure from shareholders who want more demonstrable links between performance and pay.

    The blockbuster 28.7% rise in cash bonuses in 2010, according to the survey in the August issue of Corporate Counsel, was knocked aside last year when cash bonuses sank 7.7% to an average of $1.13 million, for chief legal officers.

    "The drop reflects the retrenchment in the larger economy," says James Wilber, a principal at Altman-Weil, a legal management consulting firm. "You saw significant compensation increases in 2010 because people thought the recovery was beginning, and issues like what is happening in Europe were not even on the radar. Now it is becoming common to see companies giving less guaranteed money."

    Last year, corporate counsels saw their salaries dip by 1.8% to an average of $611,411. In addition to the decline in cash compensation -- which the survey ranked -- the average stock award for the highest-level legal beagle fell by 10.8%, to $1.43 million, and the average stock option award dropped by 18.7%, to $732,453.

    Annual cash awards had been used by companies to reward upfront performance without being committed to a defined salary level for the executive's entire tenure -- a kind of insurance against slipups like an affair with an underling or padding travel expenses.

    Even so, chief legal officers did very well for themselves. David Bernick of Philip Morris International, Inc. (PM), who has since resigned, had the highest salary, $1.6 million last year. Russell Deyo, general counsel at giant Johnson & Johnson (JNJ), received cash compensation of $4.9 million.

    CBS Corp.'s (CBS) Louis Briskman's $5.2 million included the most cash bonus and non-equity incentive compensation, according to the survey. (He actually took home $14.6 million because he also exercised some stock options.) Google's (GOOG) chief counsel, David Drummond, scooped up $8.4 million stock grants and $6.2 million in stock option awards for last year. Although the technology sector often pays at the top level, Facebook's (FB) general counsel was not included because he was not listed as one of the top five highest-earning executives at the company.

    The survey also includes restricted stock grants, which typically can only be cashed in after a period of time. That compensation mechanism is supposed to help tie pay with performance and keep executives for longer periods of time.

    Legal officers are definitely in the 1%, but their CEO bosses can haul down a lot more; S&P 500 chief executives brought home an average $12.1 million in compensation in 2011. GMI Ratings, an organization that tracks executive compensation, says its preliminary review of CEO pay last year found about A 3% salary uptick, but overall compensation grew by 15%, largely because stock options granted in lean times in 2008 and 2009 were now vesting. The GMI conclusions were based on a comparison of proxy filings for 817 CEOs.

    "This year, we are beginning to see CEOs benefiting from equity granted in the financial crisis when stock prices were depressed," says Greg Ruel, the GMI Ratings report's author.

    As the economy continues to wobble, share performance remains lackluster, and IF shareholders demand better evidence of performance, the CEO pay party could come to an end. And company lawyer compensation could be a harbinger of a slowing of the startling growth in posh pay packages.

    "There is no direct connection between them now," notes Wilber, but he adds that the persistently dismal economy makes across-the-executive-suite cutbacks more plausible.

    Corporate compensation committees typically decide executive pay levels, including stock grants. And their decisions are under more scrutiny than ever, a development underscored by the recent resignation of an independent compensation consultant to Best Buy's (BBY) board. Don Delves, who worked with the company's compensation committee for seven years, left when the flailing consumer electronics chain awarded more than 100 managers retention bonuses that were not linked to performance.

    So far, corporate compensation committees continue to pay their CEOs and other top executives at -- or above -- industry norms. Sky-high CEO salaries are still commonplace, as more than a few board members are committed to protecting the person who selected them to serve in the first place.

    General counsel pay is also based on industry norms, and their power has been on the upswing as companies have been bringing in-house legal work that had long been farmed out to outside law firms, and hiring more inside legal help to handle it.

    That expansion has been a refuge for some newly minted lawyers who have not found open legal slots elsewhere, but, as is the case at law firms, the top-dollar legal pay packages of recent years look like they just might have a ceiling.