General counsel search for US listed and PE-backed companies
A retained search for a General Counsel or Chief Legal Officer. Brief, market map, slate, assessment, offer, onboarding. The 2026 proxy pay curve by company size is below, and it is not a bid for a smaller company.
A general counsel search is a retained search for a GC or CLO.
The seat is briefed, the sitting market is mapped, a slate is assessed, and the offer is fixed before the compensation committee sees a surprise.
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Lorenzo Sartori — Founder, Sartori & Partners·— General counsel search and general counsel executive search: clock, fee, and one case
A general counsel search (general counsel executive search) is a retained hire of a General Counsel or Chief Legal Officer by a CEO, board or CHRO. Across 38 GC and CLO mandates since 2017, the shortlist arrived in 24 days and the median accepted offer in 11 weeks, inside an 8-16 week range. Offer acceptance on corporate mandates is 96 percent. A NASDAQ-listed medtech in Boston hired its successor general counsel in 11 weeks, with the shortlist on day 24. The replacement term is 12 months.
A general counsel executive search fills the most senior legal office in the company: the person who reports to the chief executive, carries the board pack, and is the name a regulator asks for. At a US listed company that person is often also the corporate secretary. At a PE-backed company the same title owns commercial contracts, the sponsor pack and the exit file, usually with a much smaller bench. The search is retained. Scope, fee and off-limits are in the letter before anyone is called.
Sartori & Partners has completed 230+ in-house and corporate placements since 2017, of which 38 were General Counsel or Chief Legal Officer. On that set of 38, the shortlist arrived in 24 days and the median accepted offer in 11 weeks (range 8-16). Offer acceptance on corporate mandates is 96 percent. Of placed in-house leaders, 97 percent are still in post at 12 months and 91 percent at 24 months. Retained corporate mandates complete at 92 percent. The rest stop before an offer.
General Counsel or Chief Legal Officer at a US listed company or a PE-backed company.
Clock
Shortlist in 24 days; median accepted offer in 11 weeks; range 8-16 weeks (n=38 GC/CLO, 2017-2026).
Proof
38 GC/CLO of 230+ in-house placements; 96% offer acceptance; 97% still in post at 12 months; 91% at 24 months.
Terms
Retained only. Fee 25-30% of total first-year compensation. Retainer 30% of the fee at engagement, kept if the company cancels. 12-month replacement.
Not this search
A first lawyer in the company, a second chair under a sitting GC, or a days-per-week officer. Those are different briefs.
Research
Figures are Sartori & Partners data unless a source is named in the same sentence.
02Which brief
Listed successor, PE operating GC, or the wrong page.
The title on the requisition is a poor guide. The reporting line and the work that cannot be sent to a firm decide the search.
I
Listed company, successor or new CLO
The incumbent is leaving, or the board wants a chief legal officer who already owns the secretary book and the disclosure calendar. The process stays off the market until the letter says otherwise. That confidentiality problem is a succession search run on this clock.
II
PE-backed operating GC
The sponsor wants a lawyer inside the portfolio company, reporting to that CEO, who can hold commercial, employment and the Monday pack. A group CLO who visits from the holdco is a different person. Copying a listed-company job description is the usual stall.
III
Stop and change pages
No lawyer in the company yet: first general counsel. The GC stays and the hole is the second chair: deputy general counsel. The work is a few days a week: fractional general counsel. Those are not smaller versions of this search.
Mandate Blueprint. Reporting line, cash, equity, conflicts, off-limits, and who may know the search exists. No calls before this is signed.
Weeks 1-2Market map
Sitting GCs and deputies in the sector, the geography and the ownership type. A software issuer is mapped against software deputies, not against a rented GC list.
Weeks 2-4Private outreach
Blind both ways until mutual interest is in writing. No CV leaves us without the candidate's written consent. NDA on request.
Day 24Slate
Assessment dossiers, not a longlist. Each name is already able to sit with the board. The corporate-line average is 21 days; GC work takes 24 because the board is in the loop.
Through week 11Assessment and offer
CEO, chair, CHRO. References on the regulator, the secretary book and the team actually built. Median accepted offer week 11, range 8-16.
After startOnboarding
90-day check-ins. 97% of placed in-house leaders still in post at 12 months; 91% at 24 months. Replacement term 12 months, already in the letter.
If a financing, a filing or a close cannot wait 11 weeks, interim legal talent runs in parallel. Median time from first call to start on interim and fractional work is 7 days, across 60+ engagements counted separately from the 230+. Days billed credit against a later retained fee. They are not added on top. Process detail: how we run a search and how to run a general counsel search.
04Assessment
Four lines locked in week 1. Outreach does not start without them.
Pedigree at a larger issuer is not one of the four. The regulator this company faces is.
01
Reporting line. Chief executive, not the CFO, unless the board has a written reason. The ACC 2026 Chief Legal Officers Survey found that 84 percent of chief legal officers report to the chief executive. A GC who reports through finance will not hold the board when the examination arrives.
02
Secretary book, where the company is listed. The same ACC 2026 survey puts majority oversight of the corporate secretary function at 62 percent of chief legal officers. Minutes, conflicts, related-party transactions, D&O and the disclosure calendar. A deputy who has run only a commercial docket is not yet this seat. The separate product is corporate secretary search when the board wants the roles split.
03
Cash and equity the committee will pass. The number is written in week 1, from the bands in the next section, not discovered at offer. A search opened on a base the compensation committee will not approve is how a slate dies at the offer.
04
Off-limits and conflicts. We do not approach lawyers we placed for as long as they stay. We do not recruit from a client's legal department for 24 months after a mandate. Both sit in the letter with the fee.
Retained. A retainer at engagement. Not three equal thirds.
The fee is a percentage of the package this company will actually pay, frozen when the letter is signed.
General counsel search runs retained only. The fee is 25-30 percent of total first-year compensation, agreed in writing before outreach, so a late change in salary does not rewrite the letter. 30 percent of that fee is paid as a retainer at engagement. If the company cancels, at any stage, the retainer is kept, because the map has been reserved or has already started. The balance is invoiced on the milestones in the letter. There is no contingency alternative. The candidate is not billed.
Clients ask whether that is "thirds." It is not three equal thirds. The retainer is 30 percent of the fee, and the letter does not split the balance into two equal checks unless the company asks for that schedule. Completion on retained corporate mandates is 92 percent since 2017. The replacement term if the placed GC or CLO leaves is 12 months. Off-limits on the legal department are 24 months.
Worked example. Total first-year compensation of $320,000, inside the growth-stage bands below. At 30 percent, the top of the 25-30 percent range, the fee is $96,000, fixed when the letter is signed. The retainer is 30 percent of that fee: $28,800, paid at engagement. Do not drop a large-cap total-pay median into this arithmetic and call it the same search.
06Compensation, 2026
Proxy pay moves with company size. Salary does not move nearly as much as total pay.
Median total compensation is $4.76m for 236 full-year general counsel who are named executives. Most of the gap between a $100bn company and a smaller issuer is equity, valued at grant.
The 2026 figures for large US listed companies come from Summary Compensation Tables, not from a survey of recruiters. Sartori & Partners read the proxies of the 500 largest US-listed operating companies by public float (the Form 10-K cover figure). Of 490 companies with a located table, 262 name a general counsel or chief legal officer as an executive. 228 do not, so a committee that treats these medians as "what GCs earn" is looking at the companies that chose to disclose the seat. Of the 262, 26 joined late, left early or are undated and are out of every median below. The statistics are the 236 who held the role for a full year. Proxies were filed from 2 October 2025 to 25 September 2026. Of the 262 named-executive rows, 231 are fiscal 2025 and 31 are fiscal 2026. The set was generated on 29 September 2026.
Median total compensation is $4.76m (interquartile range $3.19m to $7.21m). Median salary is $660k (interquartile range $570k to $800k). At the median, 15 percent of the SEC total is salary, 19 percent is cash incentive and 60 percent is equity at grant-date value. Those three medians do not add to 100 percent, because each is the median of a ratio, not a slice of one composite package. The other category, pension and all other compensation, is 2 percent at the median. The median GC total is 26 percent of the CEO's, on 229 companies where the CEO's table total is at least $1 million. At 9 of those companies the GC's total is higher, usually because the CEO took little or no equity that year.
Size, measured as public float, is the split that matters. Median total is $10.26m at $100bn and above and $3.53m under $25bn, a 2.9x gap. Median salary moves only 1.5x, from $870k to $595k. 106 of the 236 totals are at least $5m. 35 are at least $10m. The under-$25bn band is still the bottom of the 500 largest issuers: its median public float is $19.1bn. It is not a mid-market company, and it is not a PE portco.
General counsel pay by company size, 2026 proxy season. Full-year sitting GC or CLO who is a named executive officer. Totals are the SEC total, grant-date value, not cash.
Public float
Full-year GC/CLOs
Median total
Median salary
Equity share of total
$100bn and above
44
$10.26m
$870k
64%
$50-100bn
43
$4.98m
$700k
60%
$25-50bn
70
$4.18m
$664k
61%
Under $25bn
79
$3.53m
$595k
59%
All 236
236
$4.76m
$660k
60%
Median public float inside the four bands is $184.9bn, $64.5bn, $35.8bn and $19.1bn. Equity share is the median of stock plus option awards divided by the SEC total. 44 + 43 + 70 + 79 = 236.
Source: Sartori & Partners analysis of SEC proxy filings, 2026 proxy season. Proxies filed 2 October 2025 to 25 September 2026. Generated 29 September 2026.
Below that universe the proxy table is the wrong benchmark. ACC and Empsight's 2025 Law Department Compensation Survey, 1,632 US in-house respondents, data effective 1 March 2025, puts median base for a single-lawyer general counsel at $234,000 and median total target direct compensation at $280,000. For the group GC and CLO population the same survey puts median base at $330,000, median total cash at $410,000 and median total target direct compensation at $503,000. Chief legal officers at companies with revenue above $5 billion clear more than $1 million in median total target, 173 percent above chief legal officers at companies under $1 billion.
Private, growth-stage and PE-backed seats we have closed sit under both of those public series. Sartori & Partners 2026 banding from closed searches: Series B-C first GC $240,000-$340,000 base and a 20-40 percent bonus; growth-stage and pre-IPO GC $300,000-$420,000 base and a 30-60 percent bonus; PE-backed portfolio GC $280,000-$420,000 base and a 25-50 percent bonus. Those are cash bands. They are not the $4.76m total, and they are not a salary.
07Proof
The Boston succession sat on the median GC clock.
38
GC and CLO placements.Of 230+ in-house placements since 2017.
Sartori & Partners
24 days
GC/CLO time to shortlist.Corporate-line average 21 days.
Sartori & Partners
11 wk
Median brief to accepted offer.Range 8-16 weeks.
Sartori & Partners
97%
Still in post at 12 months.91% at 24 months. 96% offer acceptance.
Sartori & Partners
Case
Successor general counsel, NASDAQ-listed medtech, Boston
The incumbent was still in post. The board needed a successor who could already sit with them. The replacement term had to be in the letter before outreach.
Approach
Blind process. Scorecard: CEO report, secretary book, FDA-adjacent fluency. The sitting GC was not used as a source of names.
Outcome
Shortlist of 4 at day 24. Accepted offer week 11. 12-month retention held. Of 38 GC/CLO placements.
Timeline: Shortlist day 24; accepted offer week 11.
Client references
What the buyer 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.
General CounselNASDAQ-listed medtech · Boston
They treated succession as a confidentiality problem first. Our sitting GC was not shopped. The deputy we appointed had already run a carve-out.
Chief Legal OfficerPE-backed industrial group · Houston
Corporate mandates have run in 23 countries and 41 cities since 2017. A first-lawyer search with a different profile is the California SaaS first GC, accepted in week 10, inside the same 8-16 week range.
A general counsel search is a retained search for a General Counsel or Chief Legal Officer. The company briefs the seat, the market of sitting GCs and deputies is mapped, a slate is assessed, and an offer is engineered. It is not a job posting and it is not a contingency introduction. Across 38 GC and CLO mandates since 2017, the shortlist arrived in 24 days and the median accepted offer in 11 weeks. The parent desk is in-house and general counsel recruiting. The method note is how to run a general counsel search.
How long does a general counsel executive search take?
On 38 GC and CLO searches since 2017, the shortlist arrived in 24 days and the median accepted offer in 11 weeks. The range is 8-16 weeks from Mandate Blueprint to accepted offer. That is slower than the corporate-line average of 21 days to shortlist, because the CEO, the chair and the CHRO sit on the interviews. A NASDAQ-listed medtech in Boston accepted its successor general counsel in week 11, shortlist on day 24. See how we run a search.
What does a retained general counsel search cost?
The fee is 25-30 percent of total first-year compensation, fixed in the letter before outreach. A retainer of 30 percent of the fee is paid at engagement and is kept if the company cancels. On a worked growth-stage package of $320,000 total first-year compensation, a 30 percent fee is $96,000 and the retainer is $28,800. The replacement term on a GC or CLO search is 12 months. Off-limits on the client's legal department run 24 months. Full arithmetic: in-house search fees, guarantee and off-limits.
Is the fee paid in thirds?
No. Buyers sometimes use "thirds" for a retained search. The letter on a GC or CLO mandate is not three equal installments. The fee is 25-30 percent of total first-year compensation. 30 percent of that fee is the retainer, paid when the letter is signed, and it is kept if the company cancels at any stage. The balance follows the milestones in the letter. Retained corporate mandates complete at 92 percent. There is no contingency tier. The candidate does not pay.
What should a general counsel be paid in 2026, by company size?
For the largest US-listed companies, use the 2026 proxy season, not a single median. Sitting general counsel who are named executive officers and served a full year had a median total of $4.76m and a median salary of $660k (236 companies; Sartori & Partners analysis of SEC proxy filings). Median total is $10.26m at $100bn or more of public float (44 companies), $4.98m at $50-100bn (43), $4.18m at $25-50bn (70) and $3.53m under $25bn (79). That last band still has a median public float of $19.1bn. It is not a mid-market bid. Companies below that universe are a different series: ACC and Empsight, data effective 1 March 2025, put median base for a single-lawyer US general counsel at $234,000. Read General Counsel Pay at the Largest US-Listed Companies and general counsel salary 2026.
When is this a first-GC search, a succession, or a deputy search?
Which markets do you run general counsel searches in?
Corporate mandates have run in 23 countries and 41 cities since 2017, including New York, Boston, Houston, California and London. The scorecard changes with the regulator. A NASDAQ medtech succession in Boston is not a Houston industrial deputy search, and neither is a first GC at a California software company. City desks include in-house counsel recruiting in New York City, Boston and Houston.
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