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Ex-Coca-Cola Legal Boss Gayton Joins Tax Tech Company Board (1)

May 19, 2021, 4:45 PM; Updated: May 19, 2021, 9:12 PM

The Coca-Cola Company’s former general counsel Bradley Gayton has joined the board of directors of tax software company Vertex Inc., weeks after he abruptly left the top legal post at the beverage giant.

Gayton, who has also been the top lawyer at Ford Motor Co., was elected onto Vertex’s board May 11 for a term that will last into 2024, according to a Monday company securities filing. Vertex, based in King of Prussia, Pa., provides tax compliance software and services and partners with companies like Deloitte and Oracle, according to its website.

In 2020, Vertex’s directors each received a $42,000 annual director fee in addition to restricted stock units, according to the company’s April proxy statement. Directors could also earn additional annual fees of up to $20,000 for extra responsibilities such as chairing a committee.

“We have had the good fortune to work extensively with Bradley Gayton during his nearly 30 years at Ford Motor Company, where he had an outstanding career and helped to shape a culture of innovation,” Vertex CEO David DeStefano said in a statement provided to Bloomberg Law. “Bradley is an executive leader who brings a global perspective in terms of multinational enterprises and an innovative mindset for advanced tax technology and we are excited to welcome him as a Director to the Vertex board.”

Gayton was nominated for the director position at Vertex by another board member, Jeffrey Westphal, prior to his surprise exit from Coca-Cola in mid-April. He was with the Atlanta-based company for less than a year after joining in September 2020, but made an impression on the industry by launching a rigorous diversity program for Coke’s outside counsel that both drew extensive praise from diversity advocates and attracted at least one possible legal challenge.

Gayton is still working with Coca-Cola in a “strategic consultant” role through April 30, 2022, that could yield up to $12 million in a year, according to a securities filing.

In addition to Gayton, Vertex also reelected longtime board members Kevin Robert, Amanda Westphal Radcliffe, and Stefanie Westphal Thompson to their board positions. The company reported a profit of nearly $2.3 million for the first quarter of 2021, up from a loss of over $29 million in the same quarter last year.

“An outspoken corporate leader, Gayton is widely considered a leading advocate for advancements in legal, technology, diversity and inclusion and equal justice for low-income citizens,” Vertex wrote in its proxy statement.

Gayton’s ambitious diversity program could be in limbo under the leadership of Coca-Cola’s new general counsel and 17-year Coca-Cola veteran Monica Howard Douglas, who will “review the current status of the team, organization and initiatives,” according to company spokesman Scott Leith.

The legal department under new leadership will also contend with an ongoing battle between Coke and the Internal Revenue Service over a multibillion dollar tax bill. The company in January hired former judge and Boeing Co. general counsel J.Michael Luttig as a special tax adviser to work on the matter.

(Adds comment from Vertex CEO in fourth paragraph.)

To contact the reporter on this story: Ruiqi Chen in Washington, D.C. at rchen@bloombergindustry.com

To contact the editors responsible for this story: Rebekah Mintzer at rmintzer@bloomberglaw.com; Chris Opfer at copfer@bloomberglaw.com

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