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Eastman Kodak Co. is her only client

Joyce Haag:
Eastman Kodak Co. is her only client

Flowers arrived at Joyce Haag’s office recently to congratulate her on being elected corporate secretary of Eastman Kodak Co. In the note accompanying the flowers, friends from her old law firm said they were glad to see she finally had learned how to type. In 1976, when Haag was hired at a small Rochester firm, women still were novelties in law firms. Rumor has it Haag’s typing skills were a matter of some concern to one of the older attorneys who hired her.
As Haag’s longtime friends know, her job as corporate secretary entails keeping Kodak in line with a host of regulatory bodies that change the rules every 15 minutes or so, overseeing company stock matters, dealing with high-level hot topics like executive compensation, and generally keeping the board of directors in touch with the stockholders and out of trouble with the likes of the Securities and Exchange Commission.
Corporate secretary is not where they park you when they are ready to put you out to pasture, at least not at Kodak. Haag took over the job last month from Gary Van Graafeiland, the senior vice president who continues as general counsel.
Traditionally, Kodak has kept the general counsel and corporate secretary positions separate. Van Graafeiland covered both spots for the past three years, with Haag as assistant secretary since 1991.
Both Haag and Van Graafeiland are in their 40s, and will be powers to contend with in legal dealings at Kodak for some time to come. In addition to her duties as secretary, Haag has had a hand in the divestiture of Kodak’s health care businesses and an eye on the new alliances the company plans. Nobody has asked for a long time whether she can type.
“Joyce is not hard-edged. She doesn’t operate politically,” says Richard Palumbo, one of the ex-colleagues who sent flowers. “It speaks volumes for her talent as a lawyer that she has risen to the level she has in Eastman Kodak.”
Haag’s promotion on the basis of what other associates call “first-rate lawyering” also speaks to Kodak’s stated commitment to a performance-driven corporate culture. Competition, the company says, demands ability and requires breaking traditional corporate patterns.
Haag did not pass on news of her recent promotion to the daughters she has been raising over the 14-year course of her rise through the corporate ranks. When one daughter heard it from the pastor at church, she fussed at her mother.
“I didn’t tell them because I didn’t think they’d be impressed,” Haag explains.
Haag’s daughters might be tough to impress. Born soon after Haag joined Kodak’s legal department in 1981, 12-year-old Ellen has “done lunch” with Kodak CEO George Fisher and plans to be a judge.
Emily, 17, talked the family into taking on foreign exchange student Bettina Sobotka of Germany and now is shopping colleges with premed programs. She was born soon after Haag launched her legal career with Middleton Wilson, a firm now established as Boylan, Brown, Code, Fowler, Vigdor & Wilson LLP.
Palumbo was hired at Middleton Wilson and planted in Haag’s office during her maternity leave. He was afraid he might get off to a bad start with the absent Haag.
Instead, Palumbo, Haag and the other associates stomped out common ground as part of a “very close group of young lawyers.” All had turned down offers from large firms and taken a chance on the young Middleton Wilson.
They formed what they called “a little union” to discuss issues of great concern to young lawyers, none of which they can exactly recall now.
“We used to scare the hell out of the partners,” laughs Palumbo, now a partner.
Attorney Catherine Foerster had drawn the line in her search for her first legal job: “I didn’t want to be the ground-breaking woman.” Looking for a firm that already had a woman aboard, Foerster joined Middleton Wilson in 1980 and started a long friendship with Haag.
“I met Joyce when there weren’t a lot of women attorneys out there,” Foerster says. “Over the years, she has stayed a model for me in successfully integrating family and career.”
Lasting relationships forged early or in times of crisis mark Haag’s life. A son, Steven, was born with Down’s Syndrome, sending Haag and husband Robert to Mary Cariola Children’s Center Inc. for help in giving him a state-of-the-art shot at maximum development. Steven died in 1987, but friendships the Haags made with other parents facing the same problem continue.
More and more of Haag’s free time now goes to the Genesee Hospital Foundation, where she chairs the board. Involvement with the hospital and the Greater Rochester Health System Inc. reflect Haag’s commitment to health care. Ask her what the foundation is doing for the hospital, and Haag answers with characteristic lack of pretension: “Raise money.”
Haag’s discretion, good judgment and “remarkable perseverance” have done more for the hospital than merely raise money, says Beth Wilkens, who chaired the board of governors. Wilkens was one year ahead of Haag at Cornell Law School.
“Joyce has helped the foundation define and focus its mission,” Wilkens says. “In her quiet way, she gets a lot done.”
In legal practice, Haag moved from working for small and midsize companies at Middleton Wilson to lawyering for a huge corporation. Her practice has ranged from residential real estate closings to major stock deals.
Sheer size makes a difference in the time required for decision making, Haag says, but people at Kodak are no different from people working for a small company. She is now headed into a combination track, as Kodak’s service units develop individual small-business styles of operation.
Working in-house, Haag says, enables her to avoid some of the stresses of private practice. Corporate law departments operate at a more even pace and offer more scheduling control.
“In private practice, every client thinks they are the only client,” Haag says. “Kodak is my only client, and people understand competing priorities within the company.”
Kodak’s corporate law department has doubled in size since Haag joined it in 1981, and the tempo has quickened over the past five years of major changes within the company.
“Corporate attorneys used to act as liaison with the outside lawyers who did the actual legal work,” Haag says. “Now, more and more companies have found it too expensive to farm legal work out so corporate attorneys actually get to practice a lot of law.”
Operating from inside, a corporate lawyer can head trouble off at the pass, something outside lawyers rarely get the chance to do. Since she never wanted to litigate or practice criminal law, Haag says, staying with Kodak’s law department has not kept her from trying her hand at whatever she found interesting.
“Corporate legal work is not boring. One of the advantages of being in-house is that you can pick what you want to do,” Haag says. “It’s not the title on the door that makes your job worthwhile. It’s what crosses your desk.”
Kodak’s intensified global focus holds out hope of future work in the hazy but fascinating field of alliances–deals that are more than contracts, less than mergers. Although international travel may be part of Haag’s future work life, her travels these days center on chauffeuring her kids to soccer, skiing and other activities.
Haag usually is able to get home for family dinner at night. But she does not cook; her daughters handle that. Her husband, an engineer at Kodak, always has carried his share of the chores, too, she says.
They met on a blind date and married when Haag still was in law school. Both are Rochester natives who shipped out for college.
Haag is the only lawyer in her family. She also is the only daughter, raised with three brothers.
“I was never treated differently because I was the girl,” Haag says. “I hated to houseclean then and I still do. That my parents didn’t make any distinction between what was expected of me and what was expected of my brothers was a great influence on me.”
As a math major at Mt. Holyoke College, Haag knew she did not want to teach. Her father and his brothers had their own circuit board company in Rochester, so Haag was raised with a taste for business. Cornell Law School sharpened that taste.
Balancing home and career is sometimes “frustrating,” Haag says, but “it keeps you humble.” Kodak’s corporate secretary is “chained to the washing machine” on Saturdays and spends every other Sunday at the traditional big family dinner.
If there had been no Kodak in her life, Haag says, she probably would have run a company somewhere. And she may yet, in the far-off days after retirement. She also wants to go to China and learn to play the piano.
She did not mention typing.

[Rochester Business Journal Profile, 3/24/95]

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