Profile: Monica Johnson, director and senior attorney at Burger King

It may sound like a country & western song, but Burger King’s director and senior attorney Monica Johnson is a self-professed small-town girl at heart. She grew up in Greenville, Alabama, a town whose claim to fame includes conveniently located fast-food joints. ‘Greenville was one of the few stops between Montgomery and Mobile that actually had fast-food restaurants right off the highway,’ Johnson laughs. ‘It’s a really great town, and it was a great place to grow up.’

From the time she was five years old, Johnson says she told her parents she wanted to be a lawyer. Growing up in the south, Johnson credits both the civil rights movement and its famed civil rights litigator turned Supreme Court Justice, Thurgood Marshall, as strong influences on her decision to pursue law. Indeed, Johnson remembers that it was Marshall’s example that made her want to become a civil rights lawyer. She also credits her father, a history teacher, and the stories he told her about civil rights leaders and his own experience as a student at the University of Mississippi during the height of the movement, as a source of inspiration.

When Johnson arrived at law school, she realized she did not want to be a litigator; she wanted to pursue corporate law instead. ‘It’s a complete change from being a civil rights lawyer to being a business lawyer, but you know, when you’re five years old…,’ she laughs. ‘The corporate area better suited my desire to work in a collegial environment where everyone is working together toward the same goal.’

Following graduation, Johnson worked in a private practice law firm in Connecticut, a privately held textile manufacturer in South Carolina and at H&R Block in Kansas City before settling in Miami and joining Burger King’s corporate legal department. Besides the south Florida weather, Johnson says one of the most exciting prospects of her new job was a corporate legal department populated with female attorneys. ‘That was part of what sealed the deal when I was coming here,’ she admits. ‘I thought to myself, When else in my life will I be presented with the opportunity to work with a female general counsel and in a legal department where the majority of attorneys are women?’

In at the deep end
Johnson had little time to settle into her new surroundings before work tossed her the first challenge. A mere 13 days before she started, Burger King went public. ‘I missed all the IPO fun, but one of the reasons I was hired was to help the company with its SEC filings and get it through its first year as a public company,’ she explains. Although no stranger to life at a public company, Johnson had spent the previous four years as an associate corporate counsel in the private sector; as a result, she missed the Sarbanes-Oxley shake-up. One of her initial challenges, she says, ‘was a matter of getting up to speed very quickly on the changes that occurred.’

After the dash to implement the necessary processes to ensure SEC compliance, Johnson introduced the use of board portals. ‘When you’re using these systems every day, you don’t really stop to think about what their impact is,’ she notes. When it comes to weaning directors off paper books and onto the board portal, Johnson acknowledges that the process is not exactly seamless. While she is still working through the transition process, she emphasizes the importance of developing ‘an implementation plan that includes a training schedule and a phase-out process for paper books. Adhere to the time line.’

Johnson also recommends asking a few board members to first test the portal before moving to widespread adoption. ‘Having a board member as an advocate for the system may help with gaining buy-in from the other directors,’ she says. It is also important not to overlook the details. ‘Populate the portal with regularly referenced materials (company contact lists, analyst reports, recent SEC filings) and keep the content fresh,’ she advises.

Social niceties
In addition to her secretarial duties, Johnson particularly enjoys her new compliance responsibilities, including working to develop Burger King’s social media policy. Since February, she has worked closely with members of the marketing, human resources, communications and investor relations departments to develop appropriate guidelines.

She found working with other departments very helpful: ‘As we started developing this policy we realized it reaches farther than just us. Just having the legal department involved in drafting all these policies might not be the best way to go – it doesn’t take into consideration the other interests different departments in the company may have.’

Some challenges Johnson and her team faced include defining how comprehensive the policy should be, and deciding whether the firm should even permit employee use of social media at work. Other issues that needed attention include ‘finding the right tone for the policy. We wanted to avoid a You can’t do this tone,’ says Johnson. She recommends ensuring the policy’s language ‘is fluid and not stagnant. We don’t want to have to constantly revise to reflect advances in social media.’

Additional concerns, from her legal perspective, include a tweet or Facebook status update that inadvertently publicizes material non-financial information. She finds these types of mistakes particularly worrisome given the speed of social media’s information dissemination. From a compliance perspective, Johnson’s policy identifies and addresses an interesting legal pitfall social media could pose. ‘The possibility exists that employees may choose to use social media to report either code of conduct or other policy violations instead of using the traditional avenues such as hotlines or direct reporting to human resources, their manager or a compliance representative,’ she points out.

Despite these concerns, Johnson envisions effective ways to use social media to support governance programs. One of her predictions is that perhaps some day soon social media can be used to facilitate dialogue between shareholders and boards of directors.

Typical days do not exist for Johnson, and it is precisely this variety that she relishes. ‘I thoroughly enjoy being an in-house attorney,’ she says. ‘The legal advice given as an in-house lawyer to the company where you work is far richer than it would be if you were an outside attorney working with multiple clients.’


Five things you might not know about Monica Johnson

• If she wasn’t a lawyer, she would be a school principal
• She was a department store model in high school (the gig included mannequin modeling)
• She knows her Kansas City barbecue joints: if you’re ever in town – or even just in the airport – check out Gates  Bar BQ and order the beef on bun with Gates fries
• She organizes her department’s volunteer effort, teaching civil law to high-school students (the class includes a field trip to Burger King’s headquarters to meet ‘The King’)
• She hopes one day to be general counsel of a public firm