IBM’s Retiring Legal Chief Gets Pay Bump Ahead of Retirement

International Business Machines Corp.’s longtime top lawyer Michelle Browdy received more than $8.1 million in total compensation during 2023, a roughly 24% year-over-year increase from fiscal 2022.

IBM disclosed in a proxy statement filed Monday that Browdy earned almost $5.5 million in stock and option awards and $2.5 million in cash, including $936,000 in annual base salary. Browdy’s prior pay packages at IBM were valued at about $6.5 million in 2022 and $6.7 million in 2021.

Browdy, a former litigation partner at Kirkland & Ellis, joined the company as its worldwide head of litigation in 2006. The Armonk, NY-based technology giant promoted her to general counsel in 2015 as a successor to Robert “Bob” Weber, who had also spent nearly a decade as IBM’s legal chief.

IBM disclosed in another recent securities filing that Browdy will retire later this year as its senior vice resident of legal affairs and general counsel. The company didn’t reveal its timeline for replacing Browdy and an IBM spokesman declined to discuss the company’s plans for filling Browdy’s role.

Despite the increase in remuneration, Browdy’s pay package still trailed that of some legal chiefs at peer companies identified by IBM, such as Qualcomm Inc., Microsoft Corp., Cisco Systems Inc., and Broadcom Inc.

While Qualcomm’s general counsel Ann Chaplin earned nearly $7.5 million last year, down from about $8.4 million in 2022, Cisco awarded more than $10.2 million to its chief legal and compliance officer Deborah “Dev” Stahlkopf during 2023. Stahlkopf’s total compensation was down from the $13.3 million she received in 2022.

Broadcom gave almost $15.5 million to its top lawyer, Mark Brazeal, in 2023 after he helped the company clinch its long-awaited $61 billion buy of VMware Inc., another IBM peer company. VMware’s legal chief had a roughly $21 million golden parachute payment linked to that deal. Microsoft’s vice chair Brad Smith, who leads the company’s legal team, took a pay cut last year to $18.1 million.

Legal Challenges

Browdy’s decision to step down comes as IBM grapples with numerous employment disputes, a similar slate of intellectual property lawsuits, debate over remote work policies, and objections to diversity and inclusion programs.

IBM announced in January that it would cut a small number of jobs this year despite forecasting positive revenue and cash flow from the company’s expansion into new product lines like artificial intelligence.

Browdy owns almost $24 million in IBM stock, per Bloomberg data. Securities filings show she sold off $1.8 million in company shares this past January.

In its rationale for her compensation, IBM credited Browdy for her efforts to enhance the company’s “cybersecurity, privacy, data governance, and AI ethics posture as regulatory focus on these issues continued to heighten around the world,” according to its proxy filing.

IBM’s proxy also touted Browdy’s “legal and regulatory support” for its business initiatives, including “supporting the company’s AI agenda at the research, regulatory, and field level” and focus on “talent development” to ensure the “availability of world class legal and regulatory skills” at the company.