Amazon Splits C-Suite General Counsel, Corporate Secretary Jobs

Amazon.com Inc.’s general counsel David Zapolsky, who oversees one of the world’s largest corporate law departments, recently shifted some of his responsibilities to Mark Hoffman, another lawyer for the e-commerce giant.

Hoffman, a former chair of the public company and corporate governance practice at DLA Piper, quietly took on Amazon’s corporate secretary role in January from Zapolsky, who had held that position for more than a decade. A source briefed on the matter said that Zapolsky relinquished that title after taking on leadership for global public policy at Amazon last year.

The reshuffling of responsibility was designed to take some matters out of Zapolsky’s increasingly full portfolio, the source said. It also followed a job change for another longtime Amazon lawyer, Michael Deal, who last year became associate general counsel for global media and entertainment.

That new job gave Deal oversight for legal, regulatory, and compliance issues related to Amazon MGM Studios, Amazon Music, and Amazon Games, as well as other media and entertainment assets like Wondery, Prime Video, Freevee, and Audible. Amazon paid $300 million to buy Wondery, a podcast platform, in early 2021 and nearly $9 billion later that same year to acquire film studio Metro-Goldwyn-Mayer Inc. Amazon took control of Audible, an e-book outfit, in 2008.

Deal had previously been an associate general counsel for Amazon’s Whole Foods grocery—a business it absorbed in another $13.7 billion deal a few years ago—and mergers and acquisitions, payments, real estate, ESG, and corporate governance. In that role Deal, a former Perkins Coie associate who has worked at Amazon since 1999, led the company’s legal teams tasked with real estate, M&A, and corporate securities and governance operations.

Hoffman, a veteran Amazon attorney who has worked for the Jeff Bezos-founded company since 2010, was tapped to take on Deal’s corporate securities and M&A duties. Since those matters overlapped with the company’s corporate secretary—a position that traditionally involves handling administrative and compliance operations for senior management and boards of directors—Amazon chose to consolidate those responsibilities under Hoffman.

Hoffman and Zapolsky didn’t respond to requests for comment.

While Amazon isn’t the only company to have separate individuals holding its top legal and corporate secretary roles, a study released this month by the Association of Corporate Counsel and conducted by a trio of business school professors found that companies that pair the two jobs together have fewer instances of shareholder litigation, regulatory violations, and other penalties.

Amazon’s most recent proxy statement filed last month didn’t directly detail or outline the new division of in-house legal labor, but a closer analysis of the document confirms the new titles for Hoffman and Zapolsky. The latter earned a mere $372,000 from Amazon in 2023, an “off” year for total compensation at the company, which cycles its often large stock grants to key executives every two years and has its headquarters in Seattle and Arlington, Va.

Zapolsky has previously received sizable annual pay packages from Amazon, where he currently owns shares valued at nearly $11 million, according to Bloomberg data. The company, which employs hundreds of in-house lawyers around the world, has been busy this year adding to its legal ranks.

Amazon’s Project Kuiper, a low-orbit satellite network designed to increase internet access and challenge Elon Musk’s Starlink service, has hired a half-dozen lawyers this year from Big Law firms such as Cooley, Davis Wright Tremaine, McDermott Will & Emery, Paul Hastings, and Wiley Rein.

More than a dozen other lawyers have also joined other Amazon-related entities this year from firms such as A&O Shearman, Covington & Burling, Goodwin Procter, Hueston Hennigan, Norton Rose Fulbright, O’Melveny & Myers, Sidley Austin, and Wilson Sonsini Goodrich & Rosati.