Survey: Performance incentives drive general counsel compensation rise

This year’s “General Counsel Pay Trends” survey analyzed the compensation of GCs as reported in filings to the Securities and Exchange Commission by 175 of the 500 largest companies by revenue that trade on one of the three major U.S. stock exchanges, said Equilar.

Incentive awards, rather than salary raises, were largely responsible for the overall increase in GC compensation from $2.9 million in 2020 to $3.1 million in 2021. The fiscal year time range observed by Equilar was from March 1, 2021, to Feb. 28, 2022.

Stock awards grew from an average $390,000 in 2020 to $498,800 in 2021, a 28 percent increase, according to the report. Performance awards grew from $630,700 in 2020 to $753,200 in 2021, a 19.4 percent increase.

Salaries grew just 2.2 percent from 2020 to 2021, while bonuses increased 5.4 percent, the survey found.

Median GC pay has increased 24.8 percent over the past five years, from $2.5 million in 2017.

Women GCs in 2021 had lower compensation on average compared to men. While women GCs earned slightly less than $3 million in compensation in 2021, men received $3.1 million. This contrasts with 2020, when women GCs outearned men $3 million to $2.8 million.

That was the first and only year tracked by the survey where women earned more than men, Equilar noted. All other years, a 5.9 percent gap has existed between what women and men earn.

Compensation to women GCs has increased 30.2 percent since 2017, compared to 22.6 percent for men, the report said.

About 35.4 percent of GCs were women in 2021, similar to 2020, the survey noted. The number of women GCs has increased from 23.5 percent in 2017. The survey didn’t explore why the yearslong trend of increases stagnated in 2021.

Though compensation for GCs overall increased from 2020 to 2021, there was variability by sector, the survey found. The biggest increases were seen among the basic materials, industrials, and healthcare sectors. All three sectors had seen negative growth between 2019 and 2020, the survey noted.

The biggest decreases in GC compensation occurred in the technology and communication services sectors. Both had seen 40 percent increases in compensation between 2019 and 2020.

With the United States heading into a possible economic downswing, GCs are likely to see hits to their compensation, predicted John Gilmore, co-founder and managing partner at executive search firm BarkerGilmore, who provided analysis for Equilar on the survey.

“[A]nnual cash bonuses and long-term incentive awards are typically tied to EBITDA (earnings before interest, taxes, depreciation, and amortization),” Gilmore said.

GC jobs are relatively secure, in good economic times and bad, Gilmore said.

“Since general counsel are viewed as critical members of the senior leadership team, the position cannot go vacant,” he said. “… We are not predicting a downturn in the need for general counsel in the year ahead.”