Procter & Gamble gets new legal head as longtime retired chief

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Procter & Gamble Co. will have a new top lawyer for the first time in twelve years when legal director Deborah Majoras is replaced next month.

Susan Street Whaley, the current general counsel for Procter & Gamble’s practice groups and industry business units in North America, will replace Majoras as chief legal officer and corporate secretary on July 1 before the latter’s retirement on July 1. Sept. 16, according to an internal memo obtained by Bloomberg Law.

Whaley spent more than 23 years internally at P&G, which hired Majoras, a former Jones Day partner and former chairman of the Federal Trade Commission, to be its general counsel in 2008. Two years later, P&G turned to Majoras to become its general counsel when Steven Jemison retired of the post.

The maker of products such as Tide detergent, Charmin toilet paper, Bounty paper towels and Gillette razors is making the legal transition after reporting quarterly sales that beat analysts’ expectations and helped the company stave off a sustained increase in costs, Bloomberg News reported.

Cincinnati Business Journal News reported for the first time the news of the legal transition. Neither Majoras nor Whaley immediately responded to request for comment.

Whaley will report to Jon Moeller, who last summer was named P&G’s new President and CEO.

In a memo to P&G employees, Moeller called Whaley an “excellent lawyer and a solid business leader” as well as a “strategist and problem solver” with extensive experience on key business teams, including in compliance and “protecting brand equity”.

“I want to thank Debbie for her 14 years of service,” said Moeller. “During her time at P&G, she defended and protected the company from many challenges.”

Majoras began her legal career as a partner at Jones Day in 1991. She became a partner in 1999 and left the law firm in 2001 to join the Department of Justice as Assistant Deputy Attorney General in its antitrust department. In 2004, former President George W. Bush approached her to become chairwoman of the FTC.

P&G’s latest annual report proxy statement for 2021 does not list Majoras as one of its six highest-paid executives that year. She has, however, sold nearly $6.4 million worth of P&G stock last year, as well as nearly $296,000 worth of company stock so far in 2022, according to securities filings.

Bloomberg data shows Majoras still owns more than $5.4 million in P&G stock.

Jones Day Ties

P&G’s proxy statement last year also revealed that Majoras is married to John Majoras, co-head of the commercial and tort litigation practice at Jones Day in Washington. The filing noted that although P&G hired Jones Day for legal services, the relationship between the two parties “goes back more than 30 years and significantly predates the arrival of Ms. Majoras” in 2008.

P&G said John Majoras received no direct compensation for fees paid to Jones Day by the company, which represented less than 1% of the law firm’s annual revenue, and that his stake in Jones Day “is significantly less than 1% .”

Moeller, as a senior P&G executive, must approve any retention of Jones Day recommended by Majoras as the company’s best lawyer. As such, the Audit Committee of the P&G Board of Directors “concluded that the Majorases had no direct or indirect material interest in the company’s hiring of Jones Day and that the relationship does not ‘was not incompatible with the best interests of the company as a whole,’ according to its most recent proxy.

Majoras, P&G’s outgoing general counsel, oversees a team of about 350 corporate lawyers. She told trade publication Corporate Counsel earlier this year that she had taken a nine week sabbatical in 2021 after considering leaving the company in 2019 due to burnout.

David Taylor, former senior P&G executiveand the company’s human resources manager discussed with Majoras that she would instead take a brief hiatus from her role between July 4 and Labor Day weekend, she said.

“I completely disconnected from P&G,” Majoras told Corporate Counsel. “I think I may have gotten a phone call about something they needed me to take care of. Otherwise, my team stepped in, they took care of everything, and everyone left me alone.

In addition to his role at P&G, Majoras is also a member of the executive committee of the US Golf Association, the sport’s national governing body. Glen Nager, a retired Jones Day associate who once ran the firm’s issues and appeals practice, is a past president of that organization.

P&G co-sponsored a women’s golf tournament in Cincinnati last year.

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