Guide · For companies
Total compensation is five lines: base, bonus, equity, benefits, and the search fee. Salary is the line a board can see. It is the small one.
A CFO who approves a salary has approved one line. The other four are where the year-one number moves.
A general counsel’s cost to the company is base salary, the target annual bonus, the equity grant, the benefits the company actually funds, and the retained search fee. Each line has its own instrument. Mixing them into one “package” is how a board minute and a proxy table describe different dollars.
Two published series set the scale, and they stay apart. The ACC and Empsight 2025 Law Department Compensation Survey, executive summary, data effective 1 March 2025, covers 1,632 self-reported in-house respondents. For the group general counsel and chief legal officer title, median base salary is $330,000, median total cash is $410,000, and median total target direct compensation is $503,000. Total cash is base plus the bonus actually paid. Total target direct compensation is base plus target short-term incentive plus target long-term incentive. The medians of the pieces are not required to add to the median of the sum.
The other series is public-company disclosure. Median total compensation is $4.76 million for sitting general counsel who are named executive officers at 236 of the largest US-listed companies, 2026 proxy season, from Sartori & Partners’ analysis of SEC proxy filings. In that set of 236, median salary is $660,000. At the median, salary is 15 percent of the SEC total, cash incentive is 19 percent, equity awards are 60 percent, and other compensation is 2 percent. Those four figures are medians of ratios. They sum to 96 percent, because a median of ratios is not the ratio of the medians.
Price the band the company is in. A Series B base and a named-executive total are both real, and they are not substitutes.
The five bands below are the cuts a CFO can defend in a memo. The first three are the cash bands already used on published search files. The fourth is the ACC revenue cut, which prints a gap and a floor rather than a full dollar table for the smaller side. The fifth is the proxy set. Stage ranges for orientation, kept separate from these cuts, are on the general counsel salary guide for 2026.
Cash at the ends of a band assumes the target bonus is paid and that equity stays off the cash line. That cash figure is an envelope for the letter. It is the offer on a named file only when the file says so. These files state the band. They do not state a single placed salary.
| Band | Base | Bonus | Equity | Fee base to inspect |
|---|---|---|---|---|
| Series B–C, first GC | $240,000–$340,000 | 20–40 percent of base | Equity that vests; no ownership percent on the file | Cash $288,000–$476,000 if the target bonus is paid |
| PE-backed portfolio GC | $280,000–$420,000 | 25–50 percent of base | Separate from the deputy cash band on the same file | Cash $350,000–$630,000 if the target bonus is paid |
| Mid-cap listed | $450,000–$650,000 | 60–100 percent of base | Equity already in the plan; keep the $4.76 million total out | Cash $720,000–$1,300,000 if the target bonus is paid |
| Revenue of $5 billion or more | 44 percent above the under-$1 billion CLO base | Inside the total-target gap | Total target direct median exceeds $1 million | 173 percent above the under-$1 billion CLO total target |
| Largest US-listed, GC is a named executive | Median salary $660,000 | Cash incentive 19 percent of SEC total at the median | Equity 60 percent of SEC total at the median | Median total $4.76 million. Fee on that figure is the wrong default |
Series B–C band: California first-GC file. PE band: Houston deputy-GC file, stated there as the portfolio GC band. Mid-cap band: Boston NASDAQ medtech file. Revenue cut: ACC and Empsight, effective 1 March 2025. Proxy row: 236 full-year sitting general counsel, 2026 proxy season.
Source: Case files as linked; ACC/Empsight 2025 executive summary; Sartori & Partners analysis of SEC proxy filings.
Base is the number in the offer letter’s first paragraph. It is a poor summary of the year.
On the ACC and Empsight survey, effective 1 March 2025, a general counsel who is the company’s only lawyer has a median base of $234,000. The 90th percentile of that title is $340,000. The group general counsel and chief legal officer median base is $330,000, and the 90th percentile is $506,000. The single-lawyer median, $234,000, sits just under the $240,000 floor of the Series B to C band used on the California file. The 90th percentile of that survey title, $340,000, is the top of the same band. The group median, $330,000, sits inside that band and above the single-lawyer median. The group title is the department's senior officer. The California file records the headcount: at Series B to C the in-house bench is a single lawyer.
The PE-backed portfolio general counsel band, stated on the Houston deputy file so the deputy hire would stay a deputy hire, is a base of $280,000 to $420,000. The Boston succession sat in the mid-cap listed band: base $450,000 to $650,000. Read up the ladder and base rises. It does not rise in proportion to the total.
In the 2026 proxy season the median salary for those 236 named-executive general counsel is $660,000, with an interquartile range of $570,000 to $800,000. By public float, median salary is $595,000 under $25 billion (79 general counsel), $664,000 from $25 billion to $50 billion (70), $700,000 from $50 billion to $100 billion (43), and $870,000 at $100 billion and above (44). Across those four float bands, median salary moves from $595,000 to $870,000. Median total compensation moves from $3.53 million to $10.26 million. A compensation committee that benchmarks base has benchmarked the quiet line.
The survey prints a target percent and a dollar paid. They answer different questions.
For the group general counsel and chief legal officer, ACC and Empsight report that 96 percent are eligible for a short-term incentive. The median target is 35 percent of base. The median amount paid is $91,000, and the 90th percentile of the amount paid is $350,000. Median total cash, which folds in companies that paid a bonus and companies that did not, is $410,000. The 90th percentile of total cash is $764,000.
The single-lawyer title is thinner. Short-term incentive eligibility is 77 percent, the median target is 20 percent of base, the median amount paid is $36,000, and median total cash is $255,000. That 20 percent target is the bottom of the 20 to 40 percent bonus on the California Series B to C band. The Boston mid-cap band is 60 to 100 percent of base. The Houston file’s portfolio general counsel band is 25 to 50 percent. A board that copies the Boston percent onto a Series B hire has imported a listed-company plan into a one-lawyer department.
Cash at the published ends, target bonus assumed paid, equity left off this line:
| Band | Low cash | High cash | Fee at 25–30 percent, low | Fee at 25–30 percent, high |
|---|---|---|---|---|
| Series B–C first GC | $288,000 | $476,000 | $72,000–$86,400 | $119,000–$142,800 |
| PE-backed portfolio GC | $350,000 | $630,000 | $87,500–$105,000 | $157,500–$189,000 |
| Mid-cap listed | $720,000 | $1,300,000 | $180,000–$216,000 | $325,000–$390,000 |
$288,000 is $240,000 plus 20 percent. $476,000 is $340,000 plus 40 percent. $350,000 is $280,000 plus 25 percent. $630,000 is $420,000 plus 50 percent. $720,000 is $450,000 plus 60 percent. $1,300,000 is $650,000 plus 100 percent. Fees are 25 and 30 percent of that cash.
Source: Band ends from the California, Houston and Boston files. Arithmetic is on this page.
Above $5 billion of revenue, the cost that moves is the incentive, and in the proxy set most of the disclosed dollar is the grant.
ACC and Empsight, data effective 1 March 2025, report that general counsel and chief legal officers at companies with $5 billion or more in revenue earn a median base 44 percent higher than the same titles at companies under $1 billion. Total target direct compensation is 173 percent higher, and the large-company median exceeds $1 million. The executive summary prints that gap and does not print the under-$1 billion dollar median. Long-term incentive eligibility in the same discussion is greater than 50 percent at organizations with revenue of $5 billion or more, and around 30 percent at smaller organizations.
Across all company sizes in that survey, 63 percent of group general counsel and chief legal officers are eligible for a long-term incentive. The median target is 40 percent of base. The median target amount is $134,000, and the 90th percentile of that amount is $1.02 million. Median total target direct compensation is $503,000. The 90th percentile is $1.46 million. A board that anchors on $503,000 and then recruits from the top of the distribution is recruiting against $1.46 million. For the single-lawyer general counsel, long-term incentive eligibility is 31 percent, the median target is 25 percent of base, the median target amount is $66,000, and median total target direct compensation is $280,000. Most one-lawyer general counsel in that survey have no long-term incentive eligibility at all.
The proxy series is the same fact at listed-company scale. Median total compensation of $4.76 million, 2026 proxy season, 236 sitting general counsel who are named executive officers, has an interquartile range of $3.19 million to $7.21 million. Equity’s median share of the SEC total is 60 percent. By public float the median totals are $3.53 million under $25 billion, $4.18 million from $25 billion to $50 billion, $4.98 million from $50 billion to $100 billion, and $10.26 million at $100 billion and above. Equity’s median share in those bands is 59 percent, 61 percent, 60 percent, and 64 percent. The full table, the rules, and the filings are on General Counsel Pay at the Largest US-Listed Companies. Grant-date value is an accounting cost in the year of grant. It is cash to the executive only on vest and sale. A cash budget and an SCT total are different documents.
Benefits are an employer cost the salary line omits. The right dollar is the company’s plan, not a national ratio applied to base.
The US Bureau of Labor Statistics, Employer Costs for Employee Compensation, reported on 9 September 2026 for June 2026. Private-industry employer costs averaged $46.89 an hour. Wages and salaries were $32.82, 70.0 percent of the total. Benefit costs were $14.07, the other 30.0 percent. For full-time private-industry workers the averages were $54.00 total, $36.97 in wages (68.5 percent), and $17.03 in benefits (31.5 percent). Inside that full-time benefits bill, paid leave was $4.40 an hour (8.1 percent of compensation) and legally required benefits were $3.76 (7.0 percent).
Those ratios describe private-industry workers as a whole. They are the reason a cost memo has a benefits line. They are a poor quote for a general counsel. Multiplying 31.5 percent by a $330,000 or a $660,000 salary invents a benefits load the Bureau did not publish. The CFO’s number is the plan this company will run: employer payroll taxes, the health-plan employer share, and the retirement match, priced for this person.
On the proxy side, the residual “other” bucket — the change in pension value and nonqualified deferred compensation, plus all other compensation — is 2 percent of SEC total at the median of the 236. That 2 percent is perquisites and retirement accounting inside a grant-heavy total. It is a different object from the Bureau’s 30.0 percent. A large-cap committee that treats benefits as rounding, because they are 2 percent of a $4.76 million total, has learned the wrong lesson for a Series B hire, where the same health plan is a large share of a $240,000 to $340,000 base.
The fee is 25 to 30 percent of total first-year compensation. The letter names that compensation before anyone is called.
Every search on this desk is retained. For a general counsel the fee is 25 to 30 percent of total first-year compensation, agreed in writing. A retainer equal to 30 percent of the fee is paid at engagement and kept if the company cancels. The replacement window on a retained general counsel search is 12 months from the start. The commercial terms, including off-limits, are in the fee, guarantee and off-limits guide. The seat those terms buy is general counsel search.
The dollar the percentage multiplies is the figure written in the letter. On the ACC median total target direct compensation of $503,000, which already includes target long-term incentive in the survey’s definition, 25 percent is $125,750 and 30 percent is $150,900. The retainer, 30 percent of those fees, is $37,725 or $45,270. That example sanity-checks a survey median. It is a different population from the $320,000 worked example on the fee guide, and a different population from the three band-end cash figures above.
Applied to the published proxy median of $4.76 million, 25 percent is $1,190,000 and 30 percent is $1,428,000. That is the fee a board signs if it lets “total compensation” mean the Summary Compensation Table. Grant-date equity is inside that $4.76 million. A search fee on unvested equity is a cash outlay against a number the executive may never receive. Write the compensation figure. Freeze the fee. Then map the sitting field. The method, from the letter to the accepted offer, is how to run a general counsel search.
| Figure the letter might name | What it is | Fee at 25 percent | Fee at 30 percent | Retainer, 30 percent of the fee |
|---|---|---|---|---|
| $503,000 | ACC median total target direct, group GC/CLO, effective 1 March 2025 | $125,750 | $150,900 | $37,725 or $45,270 |
| $720,000 | Mid-cap low cash: $450,000 base plus 60 percent bonus | $180,000 | $216,000 | $54,000 or $64,800 |
| $4.76 million | 2026 proxy median total, 236 named-executive general counsel | $1,190,000 | $1,428,000 | $357,000 or $428,400 |
Retainers are 30 percent of each fee. $54,000 is 30 percent of $180,000. $64,800 is 30 percent of $216,000. $357,000 is 30 percent of $1,190,000. $428,400 is 30 percent of $1,428,000. The proxy row is the illustration of a fee base a CFO should keep out of the letter unless the company intends to pay a search fee on grant-date equity.
Source: ACC/Empsight 2025; Boston file band end; Sartori & Partners proxy median. Arithmetic on this page.
The clocks are the files. The pay is the band each file was priced in. Neither file publishes a single placed salary.
Of 52 GC and CLO searches since 2017, two of them are a first hire and a succession. A venture-backed SaaS company in California hired its first general counsel on a retained search: shortlist on day 24, accepted offer in week 10, still in post at 24 months. The band on that file is a base of $240,000 to $340,000 and a bonus of 20 to 40 percent. A NASDAQ-listed medtech company in Boston ran a blind succession: a shortlist of four on day 24, accepted offer in week 11. The band on that file is a base of $450,000 to $650,000 and a bonus of 60 to 100 percent, plus equity already in the plan. Both letters carried the 25 to 30 percent fee. Both files priced the seat inside the band named above and treated the $4.76 million proxy median as a different universe.
Timeline: Day 24 · week 10 · of 52 GC/CLO searches since 2017
Timeline: Day 24 · week 11 · of 52 GC/CLO searches since 2017
The shortlist arrived in just over three weeks and every name could already sit with our board. The person we hired is still in post two years later.
One page. Five lines. The band named. The fee definition copied from the letter, not from a survey heading.
Write the company-size band in the first line of the memo, in the words of the table above. Under it, base as a dollar. Under that, target bonus as a percent of base and as a dollar. Under that, the equity grant: vehicle, vesting, and grant-date value if the company will book one. Under that, the benefits build from the company’s own plan. The last line is the search fee, 25 to 30 percent of the total first-year compensation figure the letter names, with the retainer at 30 percent of the fee and the 12-month replacement stated.
Three checks close the memo. The base matches the band: Series B carries the Series B base, and mid-cap carries the mid-cap base, with the $660,000 salary and the $4.76 million total left on the large-cap row. The fee multiplies the figure named in the letter, so the percentage is frozen before outreach. The revenue finding sits in the footnote beside any approval that quotes only salary: at $5 billion and above, base was 44 percent higher and total target direct compensation was 173 percent higher, data effective 1 March 2025. To put a letter of that shape in front of us, brief a search or talk to us.
Add five lines: base, target bonus, equity, benefits, and the search fee. In the ACC and Empsight 2025 Law Department Compensation Survey, data effective 1 March 2025, the group general counsel and chief legal officer median base is $330,000 and median total target direct compensation is $503,000 (1,632 respondents). At the largest US-listed companies, median total compensation is $4.76 million for sitting general counsel who are named executive officers at 236 companies, 2026 proxy season, and salary is 15 percent of that SEC total at the median. The stage bands a board can actually price are on the 2026 general counsel salary guide.
The letter names the dollar. The fee is 25 to 30 percent of total first-year compensation, and 30 percent of that fee is paid as a retainer at engagement. On the ACC median total target direct compensation of $503,000, 25 percent is $125,750 and 30 percent is $150,900. The retainer on those two fees is $37,725 and $45,270. Applying the same percentage to the $4.76 million proxy median produces $1,190,000 to $1,428,000. That second arithmetic is what happens when grant-date equity is left inside the fee base. The fee, guarantee and off-limits guide is the letter.
Size moves incentives faster than base. ACC and Empsight, data effective 1 March 2025, find that chief legal officers at companies with revenue of $5 billion or more have base salary 44 percent higher than chief legal officers at companies under $1 billion, and total target direct compensation 173 percent higher. The large-company median exceeds $1 million. Inside the 2026 proxy set, median total compensation is $3.53 million below $25 billion of public float and $10.26 million at $100 billion and above, while median salary moves from $595,000 to $870,000.
The California first-GC file priced the seat in a base band of $240,000 to $340,000 with a bonus of 20 to 40 percent of base. Cash at those ends, if the target bonus is paid and equity is left out of the cash line, is $288,000 to $476,000. A 25 to 30 percent fee on that cash is $72,000 to $86,400 at the low end and $119,000 to $142,800 at the high end. The ACC single-lawyer general counsel median, effective 1 March 2025, is a base of $234,000 and total target direct compensation of $280,000. The two series sit near each other. They are not one number.
Use it as large-cap total pay. In the 2026 proxy season, median salary in that set of 236 is $660,000, and at the median equity is 60 percent of the SEC total. A NASDAQ medtech in Boston was priced in a mid-cap base band of $450,000 to $650,000 with a 60 to 100 percent bonus, and the accepted offer closed in week 11. The proxy median describes a different universe. Mixing the two is how a mid-cap board overpays, and how a large-cap board under-budgets the grant.
Of 52 GC and CLO searches since 2017, the Boston succession reached a shortlist of four on day 24 and an accepted offer in week 11. The California first-GC file reached a shortlist on day 24 and an accepted offer in week 10. The search fee is incurred on the letter, not on the start date. Benefits and bonus start with employment. Equity vesting starts with the grant schedule the letter named. The method is how to run a general counsel search, and the seat is general counsel search.
Survey cash is ACC and Empsight. Large-cap totals are proxy filings. Benefits context is the Bureau of Labor Statistics. The bands and the 38 files are the published case record.
ACC and Empsight 2025 Law Department Compensation Survey, executive summary: 1,632 respondents, compensation effective 1 March 2025. Proxy medians: Sartori & Partners analysis of SEC Summary Compensation Tables, 2026 proxy season, 236 full-year sitting general counsel who are named executive officers. BLS Employer Costs for Employee Compensation, June 2026, released 9 September 2026. Case clocks and cash bands: the California, Boston and Houston files, inside 52 GC and CLO searches since 2017.
This page is the year-one cost. The neighbouring pages are the ranges, the search, and the fee.
Directional ranges by company stage, and the published surveys behind them. This page is the buyer's total. That page is the salary shelf.
Read the salary guideThe method the fee pays for: Mandate Blueprint, a mapped sitting field, a shortlist, and an offer. Of 52 GC and CLO files since 2017.
Read the search method25 to 30 percent of total first-year compensation, a retainer of 30 percent of the fee, and a 12-month replacement on GC, CLO and CCO searches.
Read the fee letterAlso on the company path: general counsel search, the Boston NASDAQ medtech succession, the California first general counsel, the Houston file that separates a portfolio GC band from a deputy band, and general counsel pay at the largest US-listed companies. The firm record is on about. City cohorts and the research instruments are on the research programme.
For CFOs and boards
A retained general counsel search. Fee of 25 to 30 percent of the total first-year compensation written in the letter. Retainer of 30 percent of the fee. Of 52 GC and CLO searches since 2017.
