Guide · For law firms
Of counsel, non-equity partner, salaried partner: three titles, one question
The titles are labels. The partnership agreement, the pay schedule and the written route to equity are the terms. A firm that hires laterals into these seats has to state all three.
Three titles, and the one that does the work is the written route.
Of counsel, non-equity partner and salaried partner describe lawyers who are senior, salaried or fixed-pay, and outside the ownership group. They are used interchangeably in recruiting conversations. They should not be.
- 50.9%
- of Am Law 100 partners were non-equityFY2024; the first outright majority for the salaried tier
- ALM / The American Lawyer, 2025 Am Law 100
- 83%
- of midsize-firm income partners stayed non-equity 4+ yearsa destination for most, not a waypoint
- SurePoint partner survey via Above the Law, 4 September 2025
- −0.5% / +6%
- equity vs non-equity partner headcountfirst nine months of 2025
- Mayer Brown, 12 December 2025
- 2,600+
- partner conversations since 2017the conversations behind this guide
- Sartori & Partners, /about/
What each title means, and what varies by firm.
The table sets out the working definitions. Every firm varies on the last two rows, which is why the title alone tells a lateral little.
The definitions below are the ones in common use across U.S. and U.K. firms. None is a regulated term in the United States. A firm can define of counsel as a part-time senior partner emeritus, a lateral specialist or a lawyer on an eventual path to partnership, and all three exist.
| Title | Partner title? | Ownership and capital | Typical pay form | Route to equity |
|---|---|---|---|---|
| Of counsel | No, at most firms | None | Negotiated salary, or a share of collections on the lawyer’s own matters | Varies: permanent, pre-retirement, or a possible route |
| Counsel | No | None | Salary plus discretionary bonus | Varies; ALM reported in July 2024 that separate counsel tiers were harder to justify |
| Non-equity (income) partner | Yes | None, or a small contribution | Fixed salary plus bonus | Varies: a review clock at some firms, none at others |
| Salaried partner (England and Wales) | Yes | None or limited | Fixed pay; tax treatment as an employee where the LLP salaried-member conditions are met | Varies; a separate equity tier usually sits above |
Two boundaries matter. First, where the firm draws the line between counsel and of counsel: some firms use both, some one, some neither. Second, tax. In England and Wales, LLP members have been treated as employees for tax since 6 April 2014 if they meet three conditions under Finance Act 2014, Schedule 17: their reward is mostly fixed, they have no significant influence over the firm, and their capital contribution is low. A salaried partner who meets those conditions is an employee for tax, whatever the letterhead says.
Prevalence explains why the boundaries are fuzzy. Vault reported on 18 August 2025 that 87 of the 100 largest U.S. firms had a salaried or non-equity partner tier as of June 2025. ALM’s 2025 NLJ 500 head count ranking found non-equity partners the fastest-growing category, up 7.9 percent in 2024, with other attorneys, the group that includes counsel and of counsel, up 7.5 percent. The salaried senior tier is where firm growth is going. The candidate-side sizing is in the non-equity track note.
There is no published median for any of the three. Do not quote one.
Public sources report equity-partner profit and capital contributions. They do not report a distribution of of-counsel or non-equity pay.
Above the Law, restating the 2026 Am Law 100 on 15 April 2026, put average profits per equity partner at $3.59 million for FY2025. That is the equity tier’s number. It is not a benchmark for the salaried tier, and quoting it to a lateral who will sit outside the equity pool is how a misunderstanding starts.
What the firm can quote is its own schedule. A sound schedule for a non-equity or of-counsel lateral covers five items in writing:
- Base or draw. The fixed amount, the payment dates and whether it is guaranteed for a stated period.
- Bonus rule. What the bonus is measured on: hours, collections, originations, or discretion. If discretion, say so.
- Origination and credit. Whether the lateral’s own clients count at full credit, and for how long after arrival. See how firms value a book.
- Benefits and expenses. Anything that differs from equity partners, including business development spend.
- Clawback or repayment. Any term that applies if the lawyer leaves within a stated window.
The equity seat has a price the salaried tier does not pay. An ALM survey of about 80 Am Law 200 firms, covered by Above the Law on 31 December 2025, recorded one Am Law 100 firm requiring a contribution of about 55 percent of annual compensation, others at 42.5 and 40 percent, and some Second Hundred firms at none. The published norm hint was 25 to 35 percent. The American Lawyer reported on 23 July 2026 that about 30 percent of Am Law 100 firms made capital calls in 2025, against about 15 percent in the Second Hundred. A non-equity partner avoids that check. The firm should tell the lateral what the check would be if an equity offer came.
For guarantees and the negotiation around them, the firm-side and candidate-side sequence is in negotiating partner compensation in a lateral move.
A title that is promised as a route to equity and not written down is an expectation the firm has not agreed to meet.
For most non-equity partners, the title is the destination.
Firms describe non-equity partnership as a stage. The published figures describe it as a place where people stay.
SurePoint’s partner survey, reported by Above the Law on 4 September 2025, found 83 percent of midsize-firm income partners remained in that role four or more years. Mayer Brown, writing on 12 December 2025, reported equity partner headcount down about 0.5 percent over the first nine months of 2025 while non-equity headcount rose about 6 percent. At the same time, ALM found non-equity partners the fastest-growing category at NLJ 500 firms in 2024.
Read together, these say the same thing from three angles. The equity ranks are not widening. The salaried tier is. A lawyer hired into it on the expectation of an equity offer is, on published data, betting against the base rate. That is not a reason to avoid the title. It is a reason for the firm to say what the route is, and how many people have taken it.
We hear the gap from both sides. Sartori has held 2,600+ partner conversations since 2017 and runs a quarterly survey on equity-path sentiment, running since 2019. Where candidate claims and verified data diverge, our research programme publishes the gap rather than the flattering figure. On this topic the gap is between the route a lateral was told about and the route the firm can show. Those are aggregate findings; the programme is not third-party audited.
There is also a cost on the firm side. SurePoint’s 2025 report, cited by Above the Law, put three-year retention of Am Law 200 equity-seat hires from 2015 to 2022 at 76 percent. The salaried tier has no equivalent published series. A firm that cannot say how many of its own non-equity laterals were promoted, stayed or left is setting expectations without data. See how law firms retain lateral partners.
Five lines in the offer letter remove most of the later disputes.
The fix is documentary. None of it needs a policy committee.
The tier and what it is
Name the title, say whether it is a permanent or a review-based tier, and whether partners in it vote on anything.
The review clock
State when the title is reviewed, by whom, and on what measures. If there is no clock, say so.
The route to equity
State what an equity offer would require, including any capital contribution and how the firm decides.
Credit for the lateral’s own clients
State how origination is counted, at what credit and for how long, so the lateral can price the move.
The exit terms
State any clawback or repayment and how it applies to a move in-house, to government or to a competitor.
One version
Give the candidate and the search team the same written answer, so no one is told a softer version.
A retained search makes this concrete before any introduction: the firm fixes the title, the review clock and the route to equity with us, and candidates hear the same answer from the firm and from the search team. That is how we run partner recruiting for firms. For senior lawyers who fit an of-counsel seat rather than a partnership, see of-counsel recruiting.
Of counsel, non-equity and salaried partner: common questions
What is the difference between of counsel, a non-equity partner and a salaried partner?
Of counsel is usually a title below partner: a senior lawyer with a continuing relationship to the firm, often for a specialty, a part-time arrangement or a pre-retirement role. Non-equity partner and salaried partner are both partner titles without an ownership stake or capital contribution. “Salaried partner” is the term used in England and Wales; “non-equity” or “income” partner is the U.S. term. The label settles less than the partnership agreement does: firms differ on voting, bonus pool access and origination credit.
Is non-equity partner a step toward equity partner?
Sometimes, and less often than the title implies. SurePoint’s partner survey, reported by Above the Law on 4 September 2025, found 83 percent of midsize-firm income partners stayed in that role four or more years. Mayer Brown, writing on 12 December 2025, reported equity partner headcount down about 0.5 percent in the first nine months of 2025 while non-equity headcount grew about 6 percent. A firm that wants the title read as a waypoint has to show the route in writing.
Does an of-counsel lawyer get a partner’s compensation?
Not by default. No public source publishes a distribution of of-counsel or non-equity pay across firms, so any median quoted without a named survey is an assertion. Of-counsel pay is typically negotiated individually, in some firms as a salary, in others as a share of collections on the lawyer’s own matters. The compensation should be drawn up as a schedule, not described as “partner-level.”
What does a firm owe a lateral it hires as non-equity partner?
A written account of four things: how the title is reviewed and when, what origination credit counts toward review, whether the lawyer votes on anything, and what an equity offer would require, including any capital contribution. The ALM capital-contribution survey covered by Above the Law on 31 December 2025 shows the equity seat carries a price that ranges from none to about 55 percent of annual compensation, so the lateral cannot price the route without the firm’s number.
What do English salaried partners mean for tax?
Since 6 April 2014, an LLP member is treated as an employee for tax if three conditions are met: most of their reward is fixed or not tied to firm profits, they have no significant influence over the firm, and their capital contribution is below a set share of their disguised salary (Finance Act 2014, Schedule 17). The title “partner” does not change that test. Firms recruiting into London should have their tax advisers confirm the treatment of each seat.
Where does a firm get help designing these tiers for a lateral hire?
Retained partner search runs this as part of a mandate: the firm states the title, the review clock and the route to equity before introductions, so a candidate hears one answer from the firm and from the search team. See partner recruiting.
Published surveys, rankings and statute.
External figures are dated and named where they appear. Sartori figures are limited to those on the firm and research pages.
Surveys, rankings and statute
12 references- The American Lawyer / Law.com — 2025 Am Law 100 (FY2024 data) law.com ↗
- Vault — The Rising Prevalence of Non-Equity Partnership (18 August 2025) legacy.vault.com ↗
- Above the Law — Non-Equity Partnership Isn't A Fast Track To The Equity Tier (4 September 2025) abovethelaw.com ↗
- Mayer Brown / Law.com — Will Big Law Firms Actually Grow Their Equity Ranks in 2026? (12 December 2025) mayerbrown.com ↗
- ALM / National Law Journal — 2025 NLJ 500 Head Count Ranking law.com ↗
- The American Lawyer — 'Harder to Justify' Counsel Tiers in Big Law (25 July 2024) law.com ↗
- Above the Law — The High Cost Of Biglaw Equity Partnership (31 December 2025) abovethelaw.com ↗
- The American Lawyer — Differences in Partner Capital Contributions (23 July 2026) law.com ↗
- Above the Law — The 2026 Am Law 100 Is Out (15 April 2026) abovethelaw.com ↗
- Finance Act 2014, Schedule 17 — Partnerships (UK) legislation.gov.uk ↗
- Sartori & Partners research programme sartoriglobal.com ↗
- Sartori & Partners — firm fact sheet sartoriglobal.com ↗
There is no public distribution of of-counsel or non-equity pay and no public rate of promotion from non-equity to equity partner across firms. Those series are omitted rather than estimated. The SurePoint retention figure concerns equity-seat hires, not salaried partners.
The same tiers from the lawyer's side, and the search that fills them.
This guide is the firm's read. The candidate view and the service page are below.
Is 'Counsel' a Dead End? The Non-Equity Track in 2026
The same tiers from the lawyer's side: how large the salaried senior tier is and what to ask before accepting the title.
Read the candidate viewPartner Recruiting
Retained lateral partner search: the title, the review clock and the route to equity agreed before an introduction.
See partner recruitingOf Counsel Recruiting
Hiring a senior lawyer into an of-counsel seat rather than a partnership.
See of-counsel recruitingFor law firms
Hiring a lateral into a salaried or of-counsel seat?
We agree the title, the review clock and the route to equity with the firm before any introduction, so candidates hear one answer. Retained search, discreet, and candid where the route is thinner than the title suggests.