Fox’s New Legal Chief Ciongoli Brings Republican Ties to Job

Nov. 9, 2023, 8:29 PM UTC

Fox Corp. has given a roughly $28 million total compensation package to Adam Ciongoli, its new chief legal and policy officer, who brings strong conservative legal credentials to the executive role.

Ciongoli officially joins the company Dec. 1, replacing outgoing top lawyer Viet Dinh. The changing of the legal guard comes after Rupert Murdoch in September stepped down as chairman of Fox and its sister company News Corp.

Fox continues to face legal battles over its coverage of the fallout from the 2020 US presidential election. The company agreed earlier this year to pay $787 million to settle defamation claims by Dominion Voting Systems Inc., resolving one of several related lawsuits.

In Ciongoli, most recently general counsel for Campbell Soup Co., Fox gets a veteran law department leader with ties to some top conservative lawyers. He clerked for US Supreme Court Justice Samuel Alito Jr. and worked under US Attorney General John Ashcroft in the George W. Bush administration.

Ciongoli, 55, didn’t respond to a request for comment. He said in a statement he’s “excited” to join Fox at a “dynamic time in the media industry.”

The company has tapped Ciongoli to lead its legal, compliance, and regulatory functions, while also overseeing government affairs.

Ciongoli is slated to receive $7.5 million in total compensation from Fox each year through 2026, according to a Nov. 8 securities filing detailing his employment agreement. The pay package includes almost $1.8 million in annual base salary, a target bonus of $2.8 million, and $3 million in stock awards.

Fox also gave Ciongoli about $5.4 million in stock and option awards, in part to offset the value of forfeited awards from his former employer, per the filing.

Friends at Fox

Ciongoli began his career as an associate at Kirkland & Ellis, where Dinh was a partner prior to becoming the company’s legal chief in 2018. Dinh and Ciongoli have been friends and colleagues for decades, having both been Supreme Court clerks and worked at the Justice Department under Ashcroft.

“In a department full of lawyers, he is a lawyer’s lawyer,” Dinh described Ciongoli in a 2002 interview with Legal Times. “He has an impressive ability to look at a problem and hone in on core elements that are critical to reaching a judgment.”

During their time together in public service, Ciongoli and Dinh advised Ashcroft on thorny legal issues like the legislative package that created the USA Patriot Act. Both lawyers also worked closely with Fox’s current general counsel, Jeffrey Taylor, who was once an adviser to Ashcroft on criminal matters.

Taylor will report to Ciongoli on the corporate side at Fox, while Bernard Gugar, hired two years ago as general counsel and head of corporate development for mass media subsidiary Fox News, will continue reporting to the network’s chief executive Suzanne Scott, a Fox spokesman said.

Dinh will remain based in Los Angeles after he transitions to a senior advisory role at Fox. He declined to comment.

Conservative Calling

At Kirkland, Ciongoli was a protégé of partner Kenneth Starr, a prominent conservative litigator and former US solicitor general who died last year. Ciongoli also worked with ex-Kirkland litigator Paul Clement, another former Republican solicitor general who represented Fox in the Dominion case.

Ciongoli twice clerked for Alito, first in the mid-1990s when Alito was a federal appellate judge, and again a decade later when he joined the high court bench.

Ciongoli took a big pay cut the second time around, leaving his job as general counsel of Time Warner’s European unit. It was at least in part a personal favor.

Amid Alito’s confirmation fight he had a staunch ally in Ciongoli’s father, neurologist Kenneth Ciongoli, who as chairman of the National Italian American Foundation became a vocal defender of the justice.

Alito was confirmed in 2006 and that same year officiated Ciongoli’s wedding to former Davis Polk & Wardwell associate Suzanne Kerrigan, who would go on to be the legal and operating chief for an investment advisory firm.

Ciongoli’s decision to assist Alito wouldn’t go unrecognized. In 2010 he became the first in-house lawyer to argue before the Supreme Court when Alito called upon him to brief the body on a sentencing matter.

Campbell Soup Switch

Ciongoli, a former legal chief at Lincoln Financial Group and Willis Group Holdings, is poised to get a pay bump from his role at Campbell Soup, which hired him in 2015. He received more than $3.7 million in total compensation from Campbell Soup during fiscal 2023, according to a proxy filing last month.

Ciongoli’s position at the processed food company, which aside from its namesake product owns other brands like Pepperidge Farm cookies, Swanson frozen foods, and vegetable juice V8, also saw him oversee ESG efforts in the role of chief sustainability, corporate responsibility, and governance officer.

Bloomberg data shows that Ciongoli owns more than $5 million in Campbell Soup stock, after unloading more than $8 million in company shares last year.

Charles Brawley III, a longtime deputy general counsel and corporate secretary at Campbell Soup, will succeed Ciongoli as legal chief.

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

To contact the editors responsible for this story: Chris Opfer at copfer@bloombergindustry.com; Alessandra Rafferty at arafferty@bloombergindustry.com

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