Senior Advisor Michelle Banks, former EVP, Global GC, Corporate Secretary and CCO, Gap, Inc., John Gilmore, Managing Partner, BarkerGilmore, and Carolyn Herzog, EVP and General Counsel, Arm, Limited, discussed differences between public and private company GC roles and what CEOs and boards look for in a candidate in a recent GC AdvantageSM webinar. This month’s edition of our Webinar Wrap-up provides written highlights of the forum along with video and audio recordings which can be downloaded and watched offline.
Michelle served at two large public companies and one smaller private company; John places general counsel and their successors at both public and private companies; and Carolyn currently serves at a large private company and previously at a large public company. Based on their first-hand comparisons, they advise you to consider that:
Whether you want to become the general counsel of a public or a private company, it’s not an easy task. One role is not better than the other; they are just very different. However, the core competencies that are required for both are basically the same. According to John Gilmore, the assessment component of BarkerGilmore’s proprietary CustomFitSM process focuses on six qualities that CEOs and boards seek in GC candidates, whether for a public or private company position:
When searching for a public company candidate, boards place heavy emphasis on a person's experience with corporate governance. They want to know that the person isn't learning on the job, but has first-hand experience working with a board, and knows the difference between good governance and bad governance. Since public company experience is critically important, it’s not always easy for a private company GC to automatically move into a public company situation. Put yourself in a position to gain as much board exposure as possible and keep in mind that you can achieve that by serving as Corporate Secretary, Assistant Corporate Secretary, or Chief Compliance Officer.
There is no magic trick to interviewing at a public company. However, due to the emphasis on board involvement, John Gilmore advises you to be prepared to give examples of how you have effectively interfaced with a board. Since you will be expected to be a strategic advisor and business partner, act like one. Don’t talk too much during the interview. Be humble. Do your homework so you understand the business and can show your passion for it. Ask the right questions, actively listen to the answers, and respond with why you are a good cultural fit by referring to what others say about you and what you have to offer. Effectively use third-party endorsements to take the emphasis off you talking about yourself.
Public company GCs are compensated on a different scale. For example, BarkerGilmore’s annual In-House Counsel Compensation Report indicates that:
BarkerGilmore also partners with Equilar to publish the General Counsel Pay Trends report each year, which details specific cash and total compensation amounts for GCs at public companies.
General Counsel Carolyn Herzog (Arm, Limited) explains that a major difference between public and private environments is the cadence of the business. In a public company, there is a quarterly cadence. Rigor and resources are applied to that cadence, culminating in various reporting requirements. In a private company, you're still quarterly driven, but there’s less of a sense of data-driven reporting and even some of the roles that exist in a public company don’t exist in private companies, so the climate feels very different. Private companies are intrinsically allowed more freedom to operate and be innovative, having the opportunity to invest and do things within the business without stakeholder scrutiny or required reporting. In a public company, the laws are clear, and the SEC regulations are even more clear.
Whether you are a private company GC or serve on the legal team and want to be a public company GC, there are things that you can do to get yourself ready for the position.
Serve your customers and serve your stakeholders by doing things like keeping good books and records and having meaningful business conversations. Act like you are a part of a public company before you actually become part of one. Overall, make sure that you and the legal department are an essential part of, and provide measurable value to, the business.
John Gilmore, Michelle Banks, and our team of professionals are happy to help accelerate the initiatives that you're already pursuing or to supplement your current strategic thinking to help you realize your vision. Please reach out if you or your organization may benefit from our recruiting, coaching, or advising services.