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Amazon Legal Chief’s Pay Topped $17 Million During Busy Year (2)

April 16, 2021, 2:21 PM; Updated: April 16, 2021, 8:49 PM

The top in-house lawyer at Amazon.com Inc. received a total compensation package of nearly $17.2 million in 2020, according to the company’s annual proxy statement filed Thursday.

David Zapolsky, Amazon’s general counsel since 2012, saw the bulk of his pay comprised of roughly $17 million in stock awards. He also drew a base salary of $160,000. Zapolsky has not previously been one of Amazon’s highest paid executives. He became an executive officer last year, according to Amazon’s proxy.

Amazon has faced an array of complex legal issues over the last year as the Seattle-based company’s fortunes soared during the coronavirus pandemic. It hired thousands of employees—including lawyers—to respond with an uptick in online shopping and an increased emphasis on workplace safety, two areas that have also have important implications for antitrust and labor law.

The company credited Zapolsky’s “experience and skill in managing the company’s legal organization” and “his sustained performance over the years” in the proxy, explaining why its top lawyer received a restricted stock unit award of 5,407 shares.

Amazon’s proxy also included a shareholder proposal that without naming Zapolsky directly, noted its general counsel’s role in authoring a leaked memo that criticized as being “not smart or articulate” a Black labor activist leading an employee walkout over safety concerns at a warehouse facility in Staten Island, N.Y.

The proposal said the action was one of several examples of Amazon being inconsistent with its pledge to fight systemic racism. Amazon was sued earlier this year for racial and gender discrimination over its hiring practices with regard to Black and female workers in its corporate headquarters.

Amazon denied the accusations and issued a statement saying it promotes a diverse and inclusive culture. This month the company pledged to increase the number of women and Black employees in its senior executive ranks.

Zapolsky began his legal career as a sex crimes and domestic violence prosecutor in Brooklyn, N.Y., and then spent nearly three years as an associate at Wachtell, Lipton, Rosen & Katz in New York City.

He moved to Seattle in the mid-1990s and became a litigation partner at Bogle & Gates, a now-defunct law firm, and Dorsey & Whitney. Amazon hired Zapolsky in 1999 to lead its litigation and regulatory group. In 2012, he succeeded L. Michelle Wilson, a former Perkins Coie partner, as the company’s legal chief.

Zapolsky currently owns nearly $11.9 million in Amazon stock, according to Bloomberg data. Securities filings show he has sold off more than $19.7 million in company stock since early 2020.

Amazon, which scored a big win against labor activists earlier this month, declined to discuss its proxy. Zapolsky didn’t respond to a request for comment.

Amazon’s proxy also details payments to its board members, including Wilmer Cutler Pickering Hale and Dorr partner Jamie Gorelick, the Washington-based chair of the firm’s regulatory and government affairs department and co-chair of its crisis management and strategic response group.

Gorelick, who was elected to Amazon’s board in 2012, received about $938,500 in stock awards from the company last year. She currently owns Amazon stock valued at roughly $22.5 million, per Bloomberg data.

Amazon’s Legal Army

Amazon, whose smart speakers unnerved some lawyers stuck at home due to Covid-19, has amassed its own legions of in-house attorneys to staff various business units.

The company, founded and led by its billionaire CEO Jeff Bezos, the world’s wealthiest person, declined to comment on its legal staffing levels.

Amazon has within the past year acquired e-commerce platform Selz, podcasting startup Wondery Inc., and self-driving vehicle technology company Zoox Inc.

Amazon also paid $131 million in March for a minority stake in Air Transport Services Group Inc., a cargo airline. The company, which paid $13.7 billion in 2017 to buy Whole Foods Markets Inc., also began building its own Amazon Fresh grocery chain.

In January, Amazon recruited former Cozen O’Connor partner Sean Riley as a senior manager for public policy in Washington, where the company made a similar hire last summer in former Faegre Drinker Biddle & Reath antitrust counsel Sean Pugh. The additions came as Amazon set new federal lobbying records with the company facing increased scrutiny over its business practices.

In an effort to address some of those critiques, Amazon bolstered its workplace health and safety team, a group led by Heather MacDougall, an attorney who joined the company in 2019. Seyfarth Shaw associate Kay D’Souza Bonza joined Amazon in November as corporate counsel for global health and safety.

Amazon also unveiled a new counterfeit crimes unit led by former federal prosecutor Cristina Posa, who has been tasked with stemming the tide of fake goods and cutting down on trademark lawsuits. Monica Hernandez, a litigation counsel at Pillsbury Winthrop Shaw Pittman in Washington, joined that team as an Arlington, Va.-based corporate counsel in February.

Dozens of other lawyers also joined Amazon last year, including former Uber Elevate senior regulatory and product counsel Carrie Gage, who joined the company in October as a Seattle-based corporate counsel for Project Kuiper, a low-orbit satellite plan by Amazon designed to increase internet access. Bloomberg News reported in 2019 that Amazon would spend billions of dollars on the project.

Amazon Lab126, the company’s Sunnyvale, Calif.-based research and development arm, hired Morrison & Foerster associate Yasmin Monteiro as a corporate counsel for devices in March after bringing on Covington & Burling associate Rebecca Jacobs and Venable associate Crystal Vine late last year as corporate counsel and associate corporate counsel, respectively.

Amazon Web Services, the company’s cloud-computing endeavor, hired Kirkland & Ellis litigation partner Sydney Schneider as a corporate counsel in January. Morgan, Lewis & Bockius associate Sook Kim and Reed Smith associate Danielle Liebl joined AWS as associate corporate counsel in February and March.

AWS also recruited additional attorneys last year from Big Law outfits like Baker McKenzie; Cadwalader, Wickersham & Taft; Cleary Gottlieb Steen & Hamilton; Dechert; Fried, Frank, Harris, Shriver & Jacobson; Hogan Lovells; K&L Gates; King & Spalding; Morgan, Lewis & Bockius; Shearman & Sterling; Simpson Thacher & Bartlett; and Squire Patton Boggs.

In March, Amazon picked up Perkins Coie litigation counsel Scott Siekawitch in Seattle as a corporate counsel for construction. Scott Fitzgerald, a former assistant chief of the Justice Department’s health care and products section, joined Amazon last year as corporate counsel for litigation and regulatory.

Morgan Lewis has been Amazon’s top firm for federal litigation work within the past five years, snagging a role on 14% of the company’s cases, per Bloomberg Law data. Other leading litigation firms for Amazon during that time are Perkins Coie; Davis Wright Tremaine; Fenwick & West; Littler Mendelson; and Gibson, Dunn & Crutcher.

(Adds section below last subhead on in-house legal hires, law firms retained by Amazon.)

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Chris Opfer at copfer@bloomberglaw.com

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