Guide · For companies
The decision is a perimeter test, not a loyalty test. ACC prices the step from deputy to group GC at $79,000 at the median. Of 47 deputy and Head of Legal placements and 38 GC/CLO placements since 2017, the files that held were the ones that named the next regulator before they named the person.
Promote the deputy general counsel when that person has already owned the board, the corporate-secretary book, and the regulator this company will actually face. Hire from outside when the next five years change the perimeter: a listing, a PE exit, a new licence, a new examiner. The pay step is smaller than boards expect. The competence step is not.
The perimeter is the set of instruments that will decide whether this company can sell, ship, close or bill. The Justice Department's Evaluation of Corporate Compliance Programs, updated September 2024, asks whether the programme is designed for this line of business, whether it is resourced and empowered, and whether it works in practice. A deputy who has run a vertical — commercial, litigation, employment — has not automatically answered those three questions for the enterprise.
ACC's 2026 survey of 1,049 chief legal officers put a record 84 percent on a direct CEO line, 64 percent with majority oversight of compliance, 62 percent carrying the corporate secretary function, and 79 percent almost always in the boardroom. ACC Jobline's 2026 deputy-to-general-counsel guide describes the step as a change of job: the deputy owns a vertical, the general counsel owns the function, sits on the executive team, advises the board and often doubles as corporate secretary. If the deputy has already done those things in this company, promotion is the cleaner path. If they have not, seniority is not evidence.
The companion succession scorecard is written from those instruments. Use it even when the decision is internal. An internal appointment that cannot survive the scorecard is a delayed external search.
| Dimension | Promote the deputy | Search outside |
|---|---|---|
| What you buy | Continuity, institutional memory, known culture, a person the business already trusts | A portable executive; new regulator fluency; a board posture the sitting bench has not had to practise |
| ACC / Empsight 2025 median TTDC | Deputy already at $424,000; the step to group is $79,000 | Group seat $503,000 (90th percentile $1.46m). Not the $3.4m large-cap proxy TOTAL |
| Clock | Internal process measured in weeks, if the perimeter test is already passed | 24-day shortlist, 11-week median close, range 8–16 weeks (n=38 GC/CLO, 2017–2026) |
| Fee | No search fee if the appointment holds | Retained 28–33% of first-year cash, three instalments, 12-month replacement |
| Failure mode | Deputy has never owned the board, the secretary book, or the examiner | Culture mismatch; 90-day lag; incumbent shopped during a live search |
| When it fits | The next five years of perimeter are already on the deputy's desk | IPO, PE exit, new licence, new regulator, or a board that has never met the deputy |
TTDC is survey pay across company sizes. Large-cap listed GC cash in Sartori's 2026 bands sits at $650k–$1.1m base; that is a different stage row, still not the $3.4 million proxy TOTAL.
Source: ACC / Empsight 2025 Law Department Compensation Survey; Sartori GC/CLO clock n=38, 2017–2026; retained engagement model.
The general counsel salary 2026 page and the first-GC cash bands are the cash references. Deputy / Head of Legal cash in the programme ledger is $220,000–$380,000 base. That is a cash band for the deputy seat itself, not a claim that every deputy is paid below the ACC median TTDC. Different instruments, labelled as such.
Internal appointments buy continuity. The business already knows how the deputy works. The panel, the disputes, the product file and the skeletons stay in one head. That is worth more than the $79,000 cash step in any company that is not changing shape. It is how family-owned groups and long-hold PE platforms often should decide.
External appointments buy a portable executive: someone who has already sat with a board that was not this board, and with a regulator this company is about to meet for the first time. That is the file when a PE-backed industrial is heading into a public-company cadence, or when a growth-stage company is about to list. The Houston deputy file in this book was the other direction: carve-out then public-company cadence, shortlist in 18 days, offer in week 8, of 47 deputy and Head of Legal placements. The sitting GC was not shopped.
From the 47 and the 38
Timeline: Of 47 deputy / Head of Legal files, 2017–2026.
They treated succession as a confidentiality problem first. Our sitting GC was not shopped. The deputy we appointed had already run a carve-out.
Internal fails in three patterns. The deputy has never been in the boardroom except to present a litigation update. The deputy has never owned the corporate-secretary book — minutes, proxy, insider list, 8-K clock. The deputy has never sat across the examiner this company will actually face. Any one of those three is enough to search. All three together is a delayed crisis.
A fourth pattern is quieter: the deputy is excellent and the perimeter is changing anyway. An IPO, a new money-transmission licence, a shift from one regulator to two, a PE exit onto a public calendar. Promoting the person who ran the last five years is then a bet that the next five look the same. They do not.
If the company has no deputy and is making a first legal hire, this is the wrong page. Start at hiring your first general counsel. If the sitting GC needs cover while you decide, interim legal talent in Austin and the wider interim legal talent desk start in a median of seven days, outside the 230+ permanent count.
Since 2017 this desk has completed 47 deputy and Head of Legal placements and 38 general counsel and chief legal officer placements, inside 230+ in-house and corporate placements. Those two numbers are not a claim about how often companies should promote. They are the two labour markets. Deputies and heads of legal are a deeper pool (21-day shortlist, 10-week median close). Group GC is a shallower, more confidential pool (24 days, 11 weeks, range 8–16). Repeat clients or referrals account for 68 percent of corporate mandates. Retention of placed in-house leaders: 97 percent at 12 months, 91 percent at 24 months.
The Boston medtech succession in this book is the external shape: blind process, 12-month replacement in the letter, shortlist of four at day 24, accepted offer in week 11, 12-month retention held. The person hired is still in post two years later, in the words of that company's general-counsel reference. Use in-house recruiting in Boston and in Houston as city doors, not as a different decision.
Retained only, for GC/CLO. Fixed fee 28–33 percent of first-year cash, agreed in writing, three instalments (engagement, shortlist, start). Twelve-month replacement. Off-limits: we never approach lawyers we placed for as long as they stay, and never recruit from a client's legal department for 24 months after a mandate. Confidentiality: blind both ways until mutual interest; no CV leaves us without written candidate consent.
The process is Mandate Blueprint in week 1, total-market mapping in weeks 1–2, private outreach in weeks 2–4, shortlist dossiers in weeks 3–4, interviews and offer engineering in weeks 5–9, then notice, onboarding and 90-day check-ins. Do not run this as a contingency slate. The sitting GC will hear. The general counsel succession service is the retained product; deputy general counsel is the other seat, used when the group GC is staying and the bench needs to be rebuilt. How companies hire overall sits at for companies.
Promote the deputy when the perimeter of the next five years is already on that person's desk. If the company is about to list, change regulator, absorb a carve-out, or put the legal chief in front of a board that has never met the deputy, search outside. The succession scorecard lives in what companies look for in a new general counsel; this page is the promote-or-search decision.
ACC and Empsight put deputy general counsel at $424,000 median total target pay against $503,000 for the group seat. That is a $79,000 step on the same 1 March 2025 survey. Median total cash for the group seat is $410,000 on a $330,000 median base. Do not blend those survey figures with proxy-disclosed general counsel compensation at the 500 largest US listed companies (SEC DEF 14A filings, 2025 season), a $3.4 million large-cap TOTAL.
A retained GC search reaches a shortlist in 24 days and an accepted offer in 11 weeks, median of 38 GC/CLO files since 2017. The range is 8–16 weeks. Offer acceptance in the corporate book is 96 percent; retained completion 92 percent. Twelve-month replacement on retained GC/CLO searches. Clocks: how to run a general counsel search.
It avoids a search fee only if the deputy is actually appointable. A failed internal promotion followed by an external search costs you the internal year and then the retained fee. Retained GC/CLO is 28–33 percent of first-year cash, fixed at engagement, three instalments, 12-month replacement. in-house search fees, guarantee and off-limits is the fee table.
Treat succession as a confidentiality problem first. Blind both ways until mutual interest is confirmed. Of 38 GC/CLO placements since 2017, the files that held were the ones that did not shop the incumbent. See general counsel succession for the process and deputy general counsel search if the open seat is the deputy's, not the group seat.
No. ACC pays General Counsel — Division/Subsidiary as its own title family at $378,000 median total target, against $424,000 for deputy and $503,000 for the group seat, as of 1 March 2025. ACC Jobline's 2026 path guide calls those seats a proving ground for the enterprise role. A deputy who has never sat with the board is a riskier internal bet than a subsidiary GC who has.
ACC/Empsight is self-reported US survey pay as of 1 March 2025. Proxy-disclosed general counsel compensation at the 500 largest US listed companies (SEC DEF 14A filings, 2025 season) is a $3.4 million TOTAL in a different universe and is cited only to keep it unblended. Sartori figures: 47 deputy/Head of Legal, 38 GC/CLO, 230+ in-house placements, 24-day / 11-week GC clock, 96% acceptance, 12-month replacement.
The instruments, the three cuts, and the job description written from the mandate.
Open the scorecardRetained officer search: confidentiality, 24-day shortlist, 11-week median, 12-month replacement.
Open the serviceWhen the group GC is staying and the bench is the brief.
Open the deputy deskThe cash step is $79,000. The competence step is the board, the secretary book, and the examiner.
General counsel succession
We run retained GC and deputy searches with the sitting officer protected. Twenty-four days to a GC shortlist, eleven weeks median to an accepted offer, twelve-month replacement. Conversation first.
