Arm’s Ex-Top Lawyer Earned $8.9 Million After Leaving Company

Elastic NV, an American-Dutch software development company, paid more that $8.9 million total compensation to its new chief legal officer and corporate secretary Carolyn Herzog in fiscal 2023.

Herzog joined Mountain View, Calif.-based Elastic in May 2022 after spending more than five years as general counsel for chip designer Arm Holdings Ltd. Elastic disclosed the pay total in a Aug. 18 proxy filing disclosure, days before Arm announced it will pursue potentially the year’s largest initial public offering.

Elastic gave Herzog nearly $650,000 in cash, including a $425,000 annual base salary, and more than $8.2 million in stock and option awards, per its proxy.

The company, which went public in 2018, has looked to expand its legal department since Herzog came aboard last year. Within the past few months Elastic has recruited lawyers from Big Law and other companies like Databricks Inc., Facebook parent Meta Platforms Inc., Splunk Inc., and what was Twitter Inc.

Elastic declined to discuss its hire of Herzog, who earlier in her career was a deputy general counsel and chief compliance officer at Symantec Corp.

Herzog is member of the board for the Association of Corporate Counsel. She spoke about the importance of hiring diverse teams to drive innovation in an interview with the organization last year.

Arm’s Legal Army

Herzog left Arm more than a year ago, around the same time a $40 billion takeover plan for the company was abandoned by Nvidia Corp. Japanese technology conglomerate SoftBank Group Corp., which bought Arm in 2017, subsequently said it would seek to take the company public.

Arm’s looming IPO on the Nasdaq exchange—confirmed Monday in a company statement and securities filing—could value the semiconductor and software design company at roughly $60 billion.

Sullivan & Cromwell is advising SoftBank on the listing, while Morrison & Foerster, a longtime outside counsel with close ties to the Masayoshi Son-led company, has taken the lead for Arm. Davis Polk & Wardwell is representing a large group of underwriters on the offering.

Arm declined to comment on Herzog or the lawyers or law firms working on its IPO. Legal fees related to the listing, which will see SoftBank remain a controlling shareholder in Arm, have not yet been disclosed.

Arm named Spencer Collins, a former general counsel of SoftBank Investment Advisers, the managing entity for the company’s eponymous Vision Fund, to succeed Herzog last year as its top lawyer.