Salary benchmarks
General counsel bonus and equity in 2026
Most of the disclosed package is not salary. The table separates the 2026 proxy mix, the 2025 survey cash, and the cash bands used below that universe. The year sits inside every figure.
General counsel bonus and equity, with the year inside every figure.
Three instruments sit in one table because boards keep adding them together. A proxy total, a survey cash median, and a cash band for a private company are not the same offer.
| Segment | Salary or base | Cash bonus | Equity | Total | Sample and year | Source |
|---|---|---|---|---|---|---|
| Full-year GC named executive, largest U.S.-listed companies | $660k median (2026) | 19% of total, cash incentive (2026) | 60% of total (2026) | $4.76m median total (2026) | 236 full-year rows; 2026 proxy season | SEC Summary Compensation Table |
| Public float $100bn or more | $870k median (2026) | 19% of total, cash incentive (2026) | 64% of total (2026) | $10.26m median total (2026) | 44 full-year rows; 2026 proxy season | SEC Summary Compensation Table |
| Public float $50-100bn | $700k median (2026) | 19% of total, cash incentive (2026) | 60% of total (2026) | $4.98m median total (2026) | 43 full-year rows; 2026 proxy season | SEC Summary Compensation Table |
| Public float $25-50bn | $664k median (2026) | 20% of total, cash incentive (2026) | 61% of total (2026) | $4.18m median total (2026) | 70 full-year rows; 2026 proxy season | SEC Summary Compensation Table |
| Public float under $25bn (median float $19bn) | $595k median (2026) | 19% of total, cash incentive (2026) | 59% of total (2026) | $3.53m median total (2026) | 79 full-year rows; 2026 proxy season | SEC Summary Compensation Table |
| U.S. General Counsel / Chief Legal Officer, in-house survey | $330k median base (2025) | 35% of base target; $91k median paid (2025) | 63% LTI-eligible; 40% of base target; $134k median target (2025) | $410k median total cash; $503k median total target direct (2025) | 1,632 respondents; effective 1 March 2025 | ACC / Empsight 2025 |
| U.S. general counsel, single lawyer | $234k median base (2025) | 20% of base target; $36k median paid (2025) | 31% LTI-eligible; 25% of base target; $66k median target (2025) | $255k median total cash; $280k median total target direct (2025) | 1,632 respondents; effective 1 March 2025 | ACC / Empsight 2025 |
| Revenue gap: GC/CLO at $5bn+ versus under $1bn | Median base 44% higher at $5bn+ (2025) | Variable pay, not base, drives the gap (2025) | Included in total target direct (2025) | Total target 173% higher; $5bn+ median above $1m (2025) | 1,632 respondents; effective 1 March 2025 | ACC / Empsight 2025 |
| Series B-C first GC, cash band | $240k-$340k base (2026) | 20-40% of base (2026) | Separate grant; not inside this cash band (2026) | Not a proxy total (2026) | Cash band for this seat, 2026 | Sartori cash bands |
| Growth-stage / pre-IPO GC, cash band | $300k-$420k base (2026) | 30-60% of base (2026) | Separate grant; not inside this cash band (2026) | Not a proxy total (2026) | Cash band for this seat, 2026 | Sartori cash bands |
| PE-backed portfolio GC, cash band | $280k-$420k base (2026) | 25-50% of base (2026) | Management equity is separate from the cash bonus (2026) | Not a proxy total (2026) | Cash band for this seat, 2026 | Sartori cash bands |
| Mid-cap listed GC, cash band | $450k-$650k base (2026) | 60-100% of base (2026) | Annual grant already in the company plan (2026) | Not the $4.76m proxy median (2026) | Cash band for this seat, 2026 | Sartori cash bands |
| Large-cap listed GC, cash band | $650k-$1.1m base (2026) | No program percent; use the proxy cash-incentive share (2026) | Use the proxy equity share, not a private-company percent (2026) | Proxy median total is $4.76m, and it is not a base (2026) | Base band, 2026; total from the 236-row proxy set | Sartori cash bands + SEC table |
The Bonus column is usually not the bonus.
Column (d) is bonus earned outside a plan. Column (g) is the annual cash bonus under a plan. The 2026 file separates them.
- 217
- Of 236 full-year rows, the Bonus column is $0. The cash bonus sits in Non-Equity Incentive Plan Compensation.
- Sartori read of gc-pay-2026.json, generated 29 September 2026
- 209
- Of 236 full-year rows have a positive non-equity incentive amount. That is the annual cash bonus under a plan.
- Sartori read of gc-pay-2026.json, generated 29 September 2026
- 230
- Of 236 full-year rows have stock awards above zero. Option awards are above zero in 74 of the same 236.
- Sartori read of gc-pay-2026.json, generated 29 September 2026
A committee that benchmarks the Bonus column will conclude the general counsel received no annual cash. In this file, that conclusion is wrong 217 times out of 236. Item 402(c), read on the eCFR display current as of 5 October 2026, splits cash that is not salary into two columns. Column (d) is the dollar value of bonus earned during the fiscal year. Column (g) is earnings for the year under a non-equity incentive plan, plus earnings on outstanding awards of that kind. Stock awards and option awards, columns (e) and (f), are the aggregate grant-date fair value computed under FASB ASC Topic 718. The SEC total adds those amounts to salary, the change in pension value, and all other compensation.
In the 236 full-year rows of the file generated 29 September 2026, 217 show $0 in column (d). 209 show a positive amount in column (g). The annual cash bonus under a plan is the second number. Adding the two columns is how the dataset defines cash incentive: at the median, that sum is 19% of the SEC total, against 15% for salary and 60% for equity. Those medians do not add to 100% because each percent is the median of a ratio, not a share of a summed median.
Equity in that 60% is an accounting entry at grant. It is not the value that vests, and it is not reduced for forfeiture in the way a candidate’s broker statement will later be. 230 of the 236 rows carry stock awards above zero. 74 carry option awards above zero. A letter that quotes only the stock-award column, or only the option column, is quoting a piece of the 60%.
The file is limited to general counsel who are named executive officers. Of 490 companies whose Summary Compensation Table was read, 262 name a general counsel or chief legal officer (54%). The other 228 are absent, so these medians describe officers already paid enough to be in the table in the 2026 proxy season. Company-level rows, each linked to the filing, are on General Counsel Pay. Base by stage, without this mix, is on the general counsel salary page.
A committee that benchmarks the Bonus column will conclude the general counsel received no annual cash. In this file, that conclusion is wrong 217 times out of 236.
Equity share moves with the company. Salary barely does.
From the smallest float band in this universe to the largest, median salary rises by less than half. Median total nearly triples. The difference is the equity grant.
Technology’s 80% equity share (2026) sits on a $570k median salary and a $5.79m median total, 48 companies. Utilities’ 47% equity share sits on a $674k median salary and a $3.17m median total, 22 companies. The higher salary is the lower equity weight. Financials are a $730k median salary, a 58% equity share, and a $6.66m median total, 23 companies. Healthcare and life sciences are a $721k median salary, a 62% equity share, and a $5.34m median total, 28 companies. A sector premium that is discussed as “bonus” is, in this file, mostly the stock-award column.
$100bn or more of public float
44 full-year rows. Median salary $870k. Median total $10.26m. Equity share 64%.
Sartori analysis of SEC proxies, 29 September 2026Against the chief executive, the median general-counsel total is 26% of the CEO’s SEC total (2026), on 229 companies where the CEO’s table total is at least $1m. That ratio is a one-year reading of two grant cycles. It is not a rule that the general counsel should be paid a quarter of the CEO.
| Title group | Full-year rows | Median total | Median salary | Equity share | Median public float |
|---|---|---|---|---|---|
| General Counsel | 114 (2026) | $4.06m (2026) | $650k (2026) | 58% (2026) | $32bn (2026) |
| Chief Legal Officer | 122 (2026) | $5.54m (2026) | $671k (2026) | 65% (2026) | $45bn (2026) |
A board that retitles a general counsel as chief legal officer, without a change in float or in the equity plan, should not expect the $5.54m median (2026) to follow the new title. The chief legal officer salary page holds the title comparison. The bonus percent and the grant are what the letter still has to price.
The salary gap is the distance between base and the package the board thinks it offered.
One gap is inside the proxy: salary is 15% of the median total. The other gap is between company sizes in the survey, and it is also variable pay.
ACC and Empsight fielded the 2025 Law Department Compensation Survey of 1,632 U.S. in-house respondents. Compensation data are effective 1 March 2025. Medians are reported for a position with five or more respondents. For the General Counsel / Chief Legal Officer grouping, median base is $330k, 96% are eligible for a short-term incentive, the median target is 35% of base, and the median amount paid is $91k. Median total cash, which includes zeros, is $410k. Long-term incentive eligibility is 63%. The median long-term target is 40% of base, and the median target amount is $134k. Median total target direct compensation — base plus target short-term incentive plus target long-term incentive — is $503k. The 90th percentile of that total target is $1.46m. The 90th percentile is a tail, not an offer.
The same summary compares companies under $1bn of revenue with companies at $5bn or more. General counsel and chief legal officers at the larger companies have a median base 44% higher than counterparts at the smaller ones. Chief legal officers at $5bn or more have median total target direct compensation above $1m, 173% more than the total target compensation of chief legal officers at the smaller companies. The survey’s own reading is that variable pay, not the base, opens that gap. Long-term-incentive eligibility is above 50% at organizations with revenue of $5bn or more, and around 30% at smaller organizations.
A single-lawyer general counsel is a third cell, not a rounding of the first. Median base $234k, short-term target 20% of base, median short-term amount paid $36k, eligibility 77%, median total cash $255k. Long-term eligibility is 31%, the median target is 25% of base, and the median target amount is $66k. Median total target direct is $280k. A founder who is hiring the company’s only lawyer and who anchors on the $503k total-target cell is anchoring on a different job.
Cash bandProxy total
- Private and mid-market Base plus a target percent. Equity is a grant the letter has to write, because no Summary Compensation Table exists.
- Survey cash Self-reported U.S. in-house pay. Total cash is base plus the bonus paid. Total target adds the long-term target. It is not an SEC total.
- Named-executive proxy Grant-date equity is the largest line. The total is a disclosure figure for officers already in the table.
Below that proxy universe the 2026 cash bands are separate. Series B to C first GC: $240k-$340k base, 20-40% bonus. Growth-stage or pre-IPO: $300k-$420k, 30-60%. PE-backed portfolio GC: $280k-$420k, 25-50%. Mid-cap listed: $450k-$650k, 60-100%. Large-cap listed base: $650k-$1.1m. The named-executive total beside that base is the proxy median of $4.76m, not a second base. The under-$25bn proxy band still has a $19bn median float. It is not a mid-cap bid.
The person paid and the company paying are reading different lines.
The candidate is testing what will be in the account. The company is testing what the plan can actually grant. The letter has to survive both readings.
Ask which column the number came from before you compare it with the job you have.
| Line in the letter | What to test in 2026 |
|---|---|
| Target bonus | Is it a percent of base, with a threshold, a cap, and a statement of whether the board can pay zero? A “discretionary” line is not the 35% ACC target and it is not the 19% proxy cash-incentive share. |
| Equity vehicle | Public company: RSU or PSU under the existing plan, at grant-date value. Private company: a fully diluted percent, a strike price, and a vest. The 60% equity share is not a percent of a private cap table. |
| Year of the benchmark | Proxy mix is the 2026 season, filings through 25 September 2026. Survey cash is effective 1 March 2025. A 2024 offer recycled as “market” is a third year. |
| What is cash this year | Salary plus the bonus that can be paid. Grant-date equity is not that cash. 217 of 236 proxy rows show a zero Bonus column because the cash bonus was reported elsewhere. |
A $4.76m total is 236 companies in the 2026 proxy season. The incumbent’s last proxy is one company. Neither number is the candidate’s current bonus, continued.
Pick the series before the first interview. Changing it after a finalist has a competing letter is how the search slips.
| Decision | What the 2026 file allows |
|---|---|
| Which total | Named executive at a large U.S. issuer: the proxy row for that float band. Everyone else: a 2026 cash band, plus a grant the plan can issue. Do not average them. |
| Bonus math | Write the target as a percent of base. Mid-cap listed seats in the cash bands are 60-100% (2026). PE-backed seats are 25-50% (2026). A survey 35% target is the ACC GC/CLO cell, effective 1 March 2025, not a substitute for either. |
| Fee base | 25-30% of total first-year compensation. The retainer is 30% of the fee, paid at engagement. Leaving equity out of “total” understates the fee and misstates the offer the candidate is accepting. |
| Clock | Of 52 GC/CLO searches since 2017, the shortlist is 24 days and the median accepted offer is 11 weeks. Offer acceptance is 96%. The replacement term on this seat is 12 months. The package has to be drafted inside that clock, not after it. |
A board that needs the seat filled while the grant is still being drafted can look at interim general counsel on a day rate. The permanent letter is still this exercise. The search itself is scoped on general counsel search.
Six cuts of the GC letters, each with a segment and a window.
The public medians say what was disclosed. The letters say what a board was willing to sign. The counts below are inside the 52 GC and CLO searches closed since 2017. They are not a second survey.
Listed bonus was a percent. Of 16 U.S.-listed GC/CLO searches closed from January 2019 through September 2026, 13 offer letters stated the annual cash bonus as a target percent of base. The median target among those letters was 75 percent. The other 3 described the bonus as discretionary. Segment: U.S.-listed GC/CLO searches. Base: 16 of 52. Window: January 2019 through September 2026.
The grant was the plan, plus sometimes a sign-on. Each of those listed letters included an annual equity award under the company’s existing plan. 4 also included a sign-on RSU. None invented a one-off option pool for the new hire. Segment and window: the same listed searches, January 2019 through September 2026.
Committees opened the wrong column. Of 11 compensation-committee briefings on listed GC searches from January 2023 through September 2026, 7 began from the Bonus column and had to be shown column (g). Segment: listed GC committee briefings. Base: 11 of the 16 listed searches, themselves of 52. Window: January 2023 through September 2026.
Venture grants were a percent of the cap table. Of 9 venture-backed first-GC searches closed from January 2021 through September 2026, 7 stated the new-hire option grant as a percent of fully diluted shares. The median grant among those letters was 0.40 percent. 6 of those searches used a four-year vest with a one-year cliff. Segment: venture-backed first GC. Base: 9 of 52. Window: January 2021 through September 2026. This is the letter file. It is not the ACC long-term target, and it is not the 60% proxy equity share.
Blended PE upside added days. Of 11 PE-backed portfolio GC searches closed from January 2020 through September 2026, 8 separated the annual cash bonus from the management-equity grant. The 3 that described both as one upside figure took a median of 16 additional days from verbal offer to signature. That delay sits inside the 12-week clock from brief to accepted offer on a PE-backed GC search. It does not replace it. The cash bonus on these seats stays in the 25-50% band. Segment: PE-backed portfolio GC. Base: 11 of 52. Window: January 2020 through September 2026.
An undefined bonus waited on the signature. Of 14 GC/CLO offers accepted from January 2024 through September 2026, 11 candidates required the bonus to be defined in writing — target, threshold, cap, and whether the board can pay zero — before signing. The 3 letters that left it as discretionary took a median of 18 additional days from verbal offer to signature. Segment: accepted GC/CLO offers. Base: 14 of 52. Window: January 2024 through September 2026.
The six cuts overlap. The listed, venture and PE-backed searches together are 36 of the 52 GC and CLO searches since 2017. The accepted offers from January 2024 through September 2026 are a time cut across those segments, not a fourth population. A count that is not inside 38 does not belong here.
A NASDAQ-listed medtech in Boston put the replacement term in the letter before outreach.
The public median does not close a single search. The letter does. This succession stayed on the GC clock.
Of the 52 GC and CLO searches since 2017, one was a succession at a NASDAQ-listed medtech in Boston. The process was blind. The 12-month replacement term was in the letter before outreach. The shortlist was four names at day 24. The accepted offer was in week 11. That is the GC clock — 24 days to shortlist, 11 weeks median to an accepted offer — applied to one file, not a faster exception.
A mid-cap listed seat is priced on a $450k-$650k base and a 60-100% bonus, plus an equity grant already in the company plan. The $4.76m median total stays off that scorecard. It describes 236 named executives in the 2026 proxy season. It is not a base for one NASDAQ medtech.
The general counsel who joined that company later said: “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.”
The same clock applies to a first hire. A venture-backed first GC in California, also inside the 52, reached an accepted offer in week 10. A Series B to C first GC is priced on a $240k-$340k base and a 20-40% bonus, and the option grant is a separate line. Private-company vest, severance and change-of-control language is set out in general counsel equity compensation at private companies. The succession mandate is general counsel succession. The first hire is first general counsel. What the company spends once benefits and the fee are included is how much a general counsel costs.
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.
General counsel bonus and equity
What is general counsel bonus and equity in 2026?
At the largest U.S.-listed companies, general counsel bonus and equity are most of disclosed pay. In the 2026 proxy season, 236 full-year named-executive general counsel had a median total of $4.76m. Salary was 15% of that total, cash incentive 19%, and equity 60% (Sartori & Partners analysis of SEC filings, generated 29 September 2026). Median salary was $660k. The equity share is grant-date value, not cash received.
Why is the Bonus column on a general counsel proxy often zero?
Item 402, on the eCFR display current as of 5 October 2026, puts bonus earned outside a plan in column (d) and earnings under a non-equity incentive plan in column (g). Stock and option awards are grant-date fair value under FASB ASC Topic 718. In the file generated 29 September 2026, 217 of 236 full-year rows show $0 in the Bonus column and 209 show a positive non-equity incentive. The annual cash bonus under a plan is column (g).
How does the $4.76m proxy median differ from the ACC cash median?
Different companies, different instruments. ACC and Empsight, 1,632 U.S. respondents, data effective 1 March 2025, report a $330k median base, $410k median total cash, and $503k median total target direct for the General Counsel / Chief Legal Officer grouping. The $4.76m figure is median SEC total for 236 named executives in the 2026 proxy season, and 60% of it is equity at grant. A single-lawyer general counsel in that survey has a $234k median base and $255k median total cash.
What bonus should a company budget for a first general counsel in 2026?
A Series B to C first GC is $240k-$340k base and a 20-40% target bonus in 2026. Growth-stage and pre-IPO seats are $300k-$420k and 30-60%. A PE-backed portfolio GC is $280k-$420k and 25-50%. Those are cash bands. The equity grant is a separate line, and the $4.76m proxy median is not a first-GC bid. Private-company grant mechanics are on the general counsel equity page.
Does a retained general counsel search fee include bonus and equity?
The fee is 25-30% of total first-year compensation. The retainer is 30% of that fee, paid at engagement and kept if the search is cancelled. A fee on base alone drops the bonus and the equity. The replacement guarantee on a GC, CLO or CCO search is 12 months.
How should a sitting general counsel read a grant-date equity number?
Stock and option columns are grant-date fair value, not the value that vests. In the 2026 proxy season, 230 of 236 full-year rows have stock awards above zero and 74 have option awards above zero. Median total is $3.53m under $25bn of public float (79 companies; median float $19bn) and $10.26m at $100bn or more (44 companies). A grant-date share of total is not cash in the year of grant.
Every external figure has a document and a date.
Proxy figures are one release of one file. Survey figures are one executive summary. Cash bands are the bands used on a search. They are cited as three sources because they are three sources.
Sources
4 references- Sartori & Partners — General Counsel Pay at the Largest US-Listed Companies, 2026 proxy season sartoriglobal.com ↗
- gc-pay-2026.json — row-level Summary Compensation Table extract sartoriglobal.com ↗
- ACC and Empsight — 2025 Law Department Compensation Survey, Executive Summary acc.com ↗
- 17 CFR 229.402 (Item 402) Executive compensation ecfr.gov ↗
Medians, float bands, the title split and sector equity shares are the 29 September 2026 build of General Counsel Pay. Column counts are those full-year rows in gc-pay-2026.json. Survey cells are ACC and Empsight, data effective 1 March 2025. Column names follow 17 CFR 229.402 as displayed on 7 October 2026. No search firm and no job board is a source for any figure above.
The number, the filing, and the search.
General counsel salary, 2026
Base by company stage, kept apart from the proxy totals.
Read the salary bandsGeneral Counsel Pay
Company-level Summary Compensation Table rows for the 2026 proxy season, each linked to the SEC filing.
Open the datasetHow to run a GC search
The clock, the scorecard, and the point at which the bonus and the grant have to be drafted.
Read the search guideFor boards and chief executives
Pricing the bonus and the grant before you see names?
A retained GC or CLO search puts the cash band, the equity grant, the fee and the off-limits in the letter before anyone is called.