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Microsoft’s Top Lawyer Earned $23.4 Million With Vice Chair Role

Nov. 2, 2022, 5:04 PM

Microsoft Corp. gave its longtime top lawyer Bradford Smith a roughly $23.4 million pay package after promoting him to vice chairman last year.

Smith earned nearly $1 million in base salary, almost $3.6 million in non-equity incentive plan pay, and about $18.8 million in stock awards during fiscal 2022, Microsoft said in an annual proxy statement. Smith’s total compensation was an increase from the $20.5 million he received in 2021 and $16.7 million in 2020.

Microsoft in its proxy credited Smith for fighting disinformation and foreign cyber influence amid the response to the war in Ukraine, and working on customer privacy protections, artificial intelligence technology use rules, and efforts to reduce the company’s carbon footprint.

The pay disclosure last week came as Microsoft reported a lackluster financial forecast amid a slump in US technology stocks.

Microsoft named Smith its chief legal officer in 2015. He previously served as company’s general counsel since 2002, when Microsoft tapped him to succeed its first-ever legal chief William Neukom.

Smith, a former Covington & Burling partner, has worked in-house at Microsoft since 1993. Smith initially led the company’s European legal and corporate affairs team before becoming deputy general counsel for worldwide sales.

He’s sold nearly $73.1 million in Microsoft stock since 2020, securities filings show. Smith still owns $149 million in company shares, according to Bloomberg data.

Smith along with his wife, fellow attorney Kathy-Surace Smith, donated $5 million to Columbia Law School’s Human Rights Clinic in February. The endowment rebranded and expanded the Smith Family Human Rights Clinic, which trains students in human rights and social justice advocacy work.

Hires, Promotions

Microsoft has brought on at least a dozen in-house lawyers since mid-2021, according to an analysis by Bloomberg Law.

Among the new legal additions are former Davis Wright Tremaine litigation partner David Maas in Seattle, where Microsoft hired him in May as a principal corporate counsel for its competition law group.

Amy Larsen, a former associate at Morrison & Foerster in New York, joined Microsoft in late 2021 as a director of strategy and business management for the company’s democracy forward initiative, which provides funding to groups that work on issues such as campaign finance reform and voting rights.

Microsoft has also been promoting internally. The company last week elevated attorney Nanna-Louise Wildfang Linde to head of European government affairs.

Chris Sharrock has replaced John Frank as vice president of United Nations affairs and international organizations, a Microsoft spokesman confirmed. Sharrock arrived at the company last year after serving in the UK’s economic and finance ministry.

Frank had spent nearly three decades in a variety of roles at Microsoft, including as deputy general counsel and head of European Union government affairs. In april, Frank was named chief public affairs officer at biotechnology company Illumina Inc.

Departures

Microsoft last year reorganized its legal function to appoint two new co-general counsel—Hossein Nowbar and Lisa Tanzi—and meet global regulatory requirements.

Among the changes was the exit of Microsoft’s former head of compliance, Matthew Penarczyk, who reunited with a former Microsoft colleague to become the top US lawyer for social media service TikTok Inc.

Also leaving was former Microsoft general counsel Deborah “Dev” Stahlkopf, who had a key role on the company’s gender and minority legal diversity program.

Stahlkopf left to become the new top lawyer at Cisco Systems Inc., which disclosed last month a $13.3 million pay package it used to recruit her from Microsoft.

Microsoft also bid farewell last year to veteran antitrust lawyer David Heiner Jr., who was hired as the top legal and policy executive at Truveta Inc., a health care data startup led by a former Microsoft executive.

John Ghose, a former co-chair of Freeman Mathis & Gary’s national data security, privacy, and technology practice, whom Microsoft hired last year as a principal corporate counsel for business and regulatory investigations, exited last month to become a senior privacy counsel at cybersecurity consulting outfit VeraSafe LLC.

Investigation

The company’s proxy noted its retention earlier this year of ArentFox Schiff, a newly merged legal giant, to review sexual harassment and gender discrimination policies, as well as a 2019 board inquiry into Microsoft co-founder Bill Gates.

Microsoft said that ArentFox Schiff has “worked diligently” to assess its practices and procedures, while reviewing internal documents, interviewing executives and employees, and “benchmarking against best practices at other companies.”

The Redmond, Wash.-based company expects to publish a review of the law firm’s findings by mid-November in advance of Microsoft’s next annual meeting.

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@bloomberglaw.com; John Hughes at jhughes@bloombergindustry.com