Alumni Spotlight: Sarah Dodds-Brown

Alumna Sarah Dodds-Brown, Executive Vice President and Managing Counsel, American Express, practiced in the firm’s Corporate Department in the Mergers and Acquisitions group from 1998 to 2005.

Paul, Weiss: Tell us about your professional experience. How has it led you to what you are doing today? What have you found most fulfilling and why?

Sarah Dodds-Brown: Throughout my career, I’ve had the ability to continuously learn, grow as a leader, and do really interesting and challenging work. Today, I am Executive Vice President & Managing Counsel of the Global Enterprise Services group and U.S. Market. When I left Paul, Weiss in 2005 to join American Express, it was for a role supporting a new network business that they had recently launched in the United States. It enabled other banks to issue their own credit cards on the American Express Global Network. I helped negotiate the deals with the banks, which I found to be a smooth transition having come from the M&A practice at Paul Weiss. What I did not envision was the broader advisory role that I would have the opportunity to play—providing counsel on not just legal risk and strategy, but also on business strategy and the overall risk tolerance that we had as a company as we entered this new space. This broader platform and invitation to participate more fully as an executive ignited my curiosity and interest in the payments industry and our company’s role in it.

Over time, I was asked to do deep dives into the business models of old and emerging competitors and assess the implications for our company, and I ended up immersing myself in the intricacies of data analytics, just as “Big Data” computing capabilities came onto the scene. I ultimately took on the responsibility for building out and leading our privacy and data governance legal function, which I did for several years in addition to my business support responsibilities. As a result of my work in this space, I was asked to participate as a project adviser for two projects for the American Law Institute on Principles of Data Privacy and Principles for a Data Economy. More recently, I led the legal team supporting our merchant and network businesses during the Second Circuit and Supreme Court reviews of the Ohio v. American Express case, in which we ultimately prevailed. Now I find myself thinking about cryptocurrency and the ever-expanding role that emerging fintech startups play in payments; the global regulatory trends around data and currency; and the opportunities presented by Open Banking.

One of the most fulfilling dimensions of my role is how it has changed and evolved over the years and really given me a much more textured and deep understanding of the payments industry and the legal and competitive currents that affect it. Along the way, my husband Brad and I had three children, and the support and flexibility offered by my organization and my leaders helped me to navigate the demanding early years while also allowing me to maintain my career trajectory. For the past three years, I led the Business Legal Group which includes the legal teams that support all of our U.S. lines of business – consumer services, commercial services, merchant and network services as well as our Global Advertising and Brand Management and Global Servicing organizations. This was a team of over 100 legal professionals based primarily in New York, Florida and Illinois. Today, I lead the Global Enterprise Services group and U.S. Market where I focus on ways to enhance the operation of the legal department and the management of legal risk and I serve as a member of the Company's Enterprise Risk Management Committee. My current team operates with a global outlook and leads the support for many strategic and cross-functional initiatives, and also provides legal and regulatory expertise and advice across a range of subject matter areas, including digital transactions, technology, intellectual property, antitrust, bank regulatory, advertising and marketing, and privacy and data law. I also appreciate the leadership skills that I have developed more broadly as a senior executive in a large global corporation around talent management and strategy; the importance of nurturing a strong culture that embraces inclusivity; and how to innovate and drive institutional change.

PW: You have been with American Express for nearly 16 years. As Executive Vice President and Managing Counsel, what is a “day in the life” like at American Express?

Sarah Dodds-Brown: One of the first things I do to start my work day is scan the news to track legal and regulatory trends and learn about new products and other developments in the payments industry. I also have regular meetings with senior business leaders to familiarize myself with their issues and to update them on what my team and I are working on. I strive to integrate the legal function fully within the culture of the business to best position us to capture opportunities and avoid risks. In order to engage deeply with the company strategy, I will often hold in-depth project sessions to discuss ongoing initiatives or new developments and these are often cross-functional across business, operations, compliance and other teams. I spend time regularly with my direct reports—each of whom lead a practice group supporting a line of business—to discuss the status of ongoing work streams and project updates, as well as career development opportunities. I coach and advise team members on how to approach a particular issue and provide counsel to a business partner; how to refine a risk analysis; and when and how to escalate issues for direction or decision. A key aspect of my job is making connections across projects and lines of business so that we share information, remain efficient in our work, and stay consistent and informed on the advice that we provide our partners. I also participate in the company’s Enterprise Risk Management Committee, which gives me another lens into how we are managing the overall risk profile of key initiatives and relationships.

PW: What’s the most challenging aspect of your job from a legal perspective?

Sarah Dodds-Brown: The most challenging aspect of my job is also one of the most exciting as I mentioned earlier: it’s constantly changing. The payments industry is very dynamic with innovation being driven by both existing players and newer entrants, including emerging startups and companies from other industries that are expanding their offerings to provide payment products and solutions. As a result, the kinds of services and who provides them are changing, the technology is ever-evolving, and customers’ expectations about the experiences they are seeking from payments providers are shifting. We are also an integrated payments player, which means that we participate across many aspects of the payments chain. Unlike other companies who may focus on only one or two dimensions, we are a card issuer and a bank, a merchant acquirer and a payments network, and we also provide other types of products and services to consumers and businesses. The multidimensional nature of our business means that we need to manage the intersection of our legal obligations across our different customer touchpoints and consider implications across the diversity of our unique model. There are also new laws and regulatory regimes being adopted that impact our business, particularly around privacy and data in the U.S. and in international markets. This is an exciting time to be in this space and it requires us to remain very close to the ever-shifting landscape.

PW: In December 2020, you were honored by the National Center for Law and Economic Justice for your work fighting criminalization of poverty, and for your longstanding commitment to civil rights issues. How do you see the business community playing a greater role in promoting equity and social justice?

Sarah Dodds-Brown: The events over the last year have laid bare how deeply rooted social inequality remains in our society. A positive development that I see coming out of the important conversations that have occurred during this time is that companies across industries and sectors are pairing their words with action. Many are showing up in a structured and sustained way when it comes to taking steps to effect lasting change within their organizations and for their employees and the communities they serve. Companies are making public commitments to invest in helping to create a more equitable and just society and are more willing to hold themselves accountable for achieving these commitments in a way that I don’t think we have seen previously. Some businesses are also using their voices to speak out and provide leadership on critical policy issues and having to navigate the sometimes competing views of board members, customers, employees and shareholders.

At American Express, we’ve taken a proactive, enterprise approach to this work, which is ongoing and constantly evolving. Last year, we established the Office of Enterprise Inclusion, Diversity and Business Engagement, which reports to our CEO and is harnessing the collective resources of all our business groups to drive our DE&I strategy forward across six pillars: Brand, Culture, Colleague, Customer, Business and Community. We are not starting from scratch, as we’ve long been committed to having a diverse and inclusive culture, but we believe that to create enduring change, a holistic approach that addresses all the stakeholders we serve is critical. As part of this work, we announced a $1 billion action plan last October which includes a range of commitments over the next three years, including maintaining pay equity for colleagues; doubling our spending with diverse suppliers in the U.S. by the end of 2024; expanding access to capital and financial education to at least 250,000 Black-owned small and medium-sized businesses; and providing $50 million in grants by the end of 2024 to nonprofits led by people of color or underrepresented groups. We believe this holistic approach will keep us focused on this important work, drive accountability for meeting our commitments, and help us have a greater impact for our colleagues, customers and communities.

PW: What lessons did you learn during your years as a corporate associate at Paul, Weiss that prepared you for your future career?

Sarah Dodds-Brown: My fondest memories are from working on transactions that cut across multiple practice areas at the firm, where I helped develop and lead the negotiation strategy and synthesize input from Tax, ERISA, Finance, Real Estate and other areas. I liked the analysis and pace of the deals, and I also enjoyed the management aspects—keeping the extended team informed and coordinating around the stages of the negotiations, making sure that their drafted language fit with the tone and was consistent with our client’s position and leverage, and bringing along junior associates so that they were engaged and had substantive roles.

Every great idea can be made better if you empower your team members to feel confident and comfortable in voicing their perspectives; I enjoy creating an environment where this can happen. In one transaction that sticks out for me, we had a very complicated purchase price formula that had many variables and was being negotiated and tweaked throughout the course of the deal. I decided that the first-year associate on our deal team was going to be the master of that provision. We sat down together, and I introduced her to Excel and told her that I wanted her to replicate the provision into a formula in a spreadsheet so that we could track the variables over the course of the negotiation and ensure that the drafting was correct in the contract at the end. By the end of the deal, the senior investment banker on the deal was looking to her to make sure that he had the purchase price calculation correct, which helped build her confidence and gave her a wider perspective for the impact she could have in her role.

PW: Who were some mentors who inspired you? How have they impacted your work and relationships today?

Sarah Dodds-Brown: I was fortunate to work with many great lawyers at the firm who taught me so much. Among them, Bob Hirsh was an awesome mentor to me over the course of my career. At Paul, Weiss, he noticed early on that I cared deeply about development—for myself and other women and associates of color—which was a passion that we shared. He nurtured my leadership instincts, put me on his deals and was not afraid to give me candid feedback and coaching along the way. I watched him develop people over the course of his career, and I admired his belief in giving everyone a fair shot and the opportunity to show what they can do.

Paul Ginsberg is another mentor at the firm who stands out for me. As a mid-level associate, he pushed me and challenged me, and I learned a ton from working with him and helping him wrestle issues to the ground. Also, his candor in relaying his own experience at the firm and how it evolved over the years was refreshing and insightful for me as a young lawyer.

On a personal level, Ted and Nina Wells have been incredible mentors and sponsors for me during my time at the firm and to this day. They saw that I had a passion and talent for recognizing how things could be better, tactfully but forcefully challenging the status quo and working to find solutions, and they gave me confidence to believe in myself and the knowledge that the sky’s the limit for where I could take my career.

PW: Tell us about some professional accomplishments and pursuits that you are proudest of.

Sarah Dodds-Brown: One highlight for me at American Express is the time that I spent learning about data privacy and helping the company navigate the incorporation of big data computing capabilities. It was an extremely fun and challenging period that introduced me to an important dimension of the payments industry and the impacts of technology. I am also proud of my leadership of the legal team that supported our merchant business during the Ohio v. American Express case and the critical and strategic role we played in advising and guiding the business during an intense time of active litigation. The case took many twists and turns, ultimately going to the Supreme Court. I will never forget sitting in the front row for the oral argument—just in front of Justice Ginsburg. The Supreme Court ultimately affirmed the appellate court’s decision in favor of American Express. It was an incredible period for our company and for me personally as the lead lawyer for the merchant business.

Most recently, I have expanded my professional responsibilities beyond American Express to include serving as an independent director of Party City Holdco, Inc. (NYSE: PRTY). Serving as a director is something that has interested me since my days as a junior associate at Paul Weiss, when I convinced Bob Hirsh to let me attend a corporate director education program that was being held at my alma mater, Duke University. The past several months serving in this capacity on the board of public company and as a member of its audit committee have afforded me a different way to engage with the management team and apply my experiences and knowledge as a seasoned corporate executive to a different business and industry.

PW: What does being a part of the Paul, Weiss Alumni Engagement Program mean to you?

Sarah Dodds-Brown: Although I left the firm more than 15 years ago, I still feel a deep connection to Paul, Weiss and the wonderful colleagues and mentors I had the privilege of working with thanks to the firm’s focus on building a community for alumni. The invitations to the holiday parties and more formal programming for alumni, as well as the firm’s support of events for alumni of color, have provided opportunities to reconnect with and remember the great professional family from which I come.

While I was at the firm, I was part of a group of associates who planned a welcome reception for Ted Wells when he first joined the firm as a partner. At the last minute, we decided to invite a number of legal professionals of color from across the City. The event was a success, and the following year, the firm’s annual summer Diversity Networking event was born! I am so pleased with the way that Ted and the firm have grown and sustained their commitment to this event and the professional community that it supports.

PW: What is one word that describes your outlook in 2021? What excites you the most?

Reimagining! I am very excited to not just go back to the way things were before the pandemic but to really push myself (and my team and my family) to reimagine how we do things—the way we work, the way we interact and stay connected, and how we think about the world and what’s possible. I realized a few months ago that I was actually a little anxious of “going back” and that I was not alone in wondering what it would mean for the space that I have been able to create for myself and the ways I was able to expand my capacity with the extra time from not having to commute or travel for work. I decided recently that I will instead look forward with curiosity and interest to the challenge of reimagining and being more creative in thinking about how to maintain that space, and also be more intentional with how I choose to spend my time. I look forward to what 2021 and beyond will bring.