Compensation Series: Director – Legal Function (shared from TheLawyerWhisperer)

Very interesting insides written by Julie Q. Brush posted on her blog site on lawyer profession The LawyerWhisperer

LW Compensation Series: Director

March 15, 2023
LW Compensation Series: Director

Julie Q. Brush

Lights, Camera…Action!

Inhouse attorneys who have reached “Director” status have, for the most part, started to hit their professional stride. There’s a hint of a swagger in their step, hard earned by conquering steep learning curves as babies and mid-levels – and they project an ambitious energy, driven by their emerging status as future leaders. This group has not reached the professional summit just yet, but they are on their way with a title springboard that can catapult them towards their peak.

Seniority for Directors averages between 9-13 years of legal experience (10-12 being the sweet spot), but there are attorneys as junior as seven years and as senior as 20+ years holding the moniker…depending on the company and context. Compensation trajectory for Directors started its climb about five years ago with the post pandemic boost catapulting the numbers. Currently, the rise is in a holding pattern until the economic needle moves in a distinctly more positive direction.

Like their VP of Legal kin, there are a few different types of Directors, including an alias or two (how intriguing, Mr. Holmes!). Let’s cover what they are, what they’re about and of course…the Numbers.

(1) Director – Sole Attorney, Startup Company

This Director is referred to as the “Director of Legal Affairs” (or occasionally the alias “Head of Legal”) in early-stage companies (A and young Bs) that have made the leap to hire the company’s first legal counsel. The executives do not want a CLO/GC (“overkill for our company at this juncture), or a VP of Legal (“they’ll agitate for GC title, won’t get into the weeds and will cost more than we want to pay”). Instead, they opt for an attorney who has practiced long enough to feel confident in their abilities and has the judgment to tap the right resources when question marks loom. They can also start the process of putting some legal infrastructure in place. But this attorney will be junior enough to perform the key legal duties that are deeply embedded in the weeds…without complaint. No people to manage (at least to start), so no management experience required. They’ll be fine with the CFO/VP of Finance reporting structure and will be ok with the lower compensation the execs either want to pay or can only afford. Typical seniority range is 8-10 years (give or take) and prior leveling before entering the role is Senior Corporate Counsel, Lead Counsel, AGC or Director. Lots of opportunity in this role to grow and advance as the company scales.

Compensation

Base Salary – $250k – $265k

Target Bonus – 0%-15%

Stock – $400k – $750k

Signing Bonus – $10k – $15k

*Lower cost of living areas: subtract 5%-15% from the numbers (except signing bonuses)

(2) Director – Legal Team Member, Startup Company

Frequently found in later stage startups, this Director will be heavily relied on for a specific expertise they bring to the organization. The title can represent all substantive areas on the practice wheel. Directors will often manage a team between 1-3 professionals (admin included), although in some flatter orgs, they will operate in an individual sport mode. Seniority level is typically 9-12 years post JD. They will report to one of the following levels: Sr. Director, VP, DGC or General Counsel/CLO and will enter the title having been a Senior Corporate Counsel, Lead Counsel, Director or a higher title in a teensier weensier company.

There are some startups who do not have the Director title, but they have a Director level with other titles representing the level. These “aliases” can include “AGC” and “Lead Counsel”. Although in other companies the aliases can represent a level that is one click below Director. Occasionally, you’ll see a cutie patootie title like “Lead Ninja” or “Troop Leader”, but these types of titles are endangered species in the current market.

Compensation

Base Salary – $265k – $285k

Target Bonus – 20%

Stock Grant – $500k – $700k (Options. 1 year cliff, 4 year vest, Annual refreshers typically offered, but not guaranteed)

Signing bonus $15k – $20k

*Lower cost of living areas: subtract 5%-15% from the numbers (except signing bonuses)

(3) Director – Public Company

This Director can be one of many, one of a few or just…one, depending on the public company size. In some high-profile companies like Meta, there are multiple levels of Director (i.e. D1 and D2) with separate corresponding compensation. Seniority for these attorneys can range from 10 years to 20+ post JD depending on the size and shape of the company. They can enter the title as Senior Corporate Counsel, Director, Sr. Director and even VP. Every blue moon, I’ll see a senior law firm attorney (Partner or Of Counsel) who will migrate inhouse and lock in the Director title as they begin their inhouse journey. These Directors manage 1-8 professionals (give or take) and are in the proverbial “middle management”. They have a good deal of responsibility and a team to run but are still responsible for “doing”. Public company Directors report to either another Director (in companies with multiple Director levels), Senior Director, DGC or VP level attorneys in the department.

Sometimes it can be more challenging to matriculate to Director from within a public company because of bureaucratic headwinds and hard to achieve criteria. So “lateralling in” can often be the better strategic play for title advancement.

Compensation

Base Salary: $270k – $315k

Target Bonus: 30%-35%

Stock Grant: $350k – $450k value (RSU grant, 1 year cliff, 4 year vest)

Signing bonus: $20k – $50k

*Lower cost of living areas: subtract 5%-10% from the numbers (except signing bonuses)

**MAANGs (Meta, Apple, Amazon, Netflix, Google) – Add 10%-20% to base compensation and double to triple the value of the stock. Target bonus remains the same – or can be 5% higher. Note: Amazon compensation structure is different – offering a lower base salary with guaranteed annual payments for a specific period (typically two years) and then supplementing the delta with more material stock upside.

A Word About “Newly Public” Companies

Newly Public Companies are the awkward teenagers in the corporate ecosystem. They’ve recently moved out of their startup phase and have entered the adult world of being a public company. But they are not fully evolved public entities…yet. Policies, procedures, culture, people…and compensation from younger days have carried over after the IPO switch has been flipped. There is still some maturing to do for these adolescents, and that includes compensation.

Within 12-18 months of its IPO, a Newly Public Company will go through a compensation transformation to better conform with more mature public company norms and to maximize recruiting and retention. The extremeness and timing of these makeovers will vary from company to company. What areas might shapeshift? Below are a few possibilities:

Increase in base compensation ranges.
Increase in target bonuses.
Stock grants change from options to RSUs or a hybrid.
Decrease in stock grants and value of stock grants for new hires.
Decrease in annual refresher grant numbers/value.
The addition of annual refresher grants.
Implementation of signing bonuses.
Increase in signing bonus ranges.
Change of control terms may be tweaked for top executives.
So why is all this relevant? Because if you are currently employed by a Newly Public Company or have received an offer to join one, their compensation metrics may not yet be fully aligned with those of their more mature counterparts. So, when benchmarking the numbers to market compensation, you will need to be aware of this dynamic and educate yourself on both late-stage private company and public company numbers to have more accurate bearings. It is also important to keep this evolutionary process in mind because your compensation will likely change in the upcoming months and will move you closer to parity with the public company market. If you are considering a job offer, it makes strategic sense to negotiate a signing bonus to bridge any cash gap in Year 1 so that you have some financial aircover. If you are already an employee at such at company, cut your employer some slack…for a spell. Change is gonna come…so be patient.

Hitting Director status is a noteworthy feather for one’s professional cap. And the compensation that accompanies it is noteworthy as well. While comp has been increasing over the past several years for the Director cast, its upward trajectory has been stunted while the economy – and overall market remains unsteady. The numbers above are what’s happening today, and I hope they prove helpful benchmarks for this group of go-getters who are making their way onto The Big Stage.

Aaaaaand….Cut!