A GC Job That Doesn’t Report to CEO Isn’t Always a Dealbreaker

You’re interviewing for your dream general counsel job, but there’s a hitch—the CEO already has 11 direct reports, and the recruiter tells you the role will report to the chief operating officer or chief financial officer, and not to the CEO. Do you walk away?

That’s the question a friend recently posed to me, and it made me stop and think. Reporting relationships among executives matter—they send a strong signal about your level of influence at the company, how much access you’ll have to the CEO, and how your team’s work is valued by leadership—as an investment in the future of the company that’s critical to managing risk, and building brand and product resilience.

It’s not unusual for a CEO’s direct reports to have better job titles and higher pay. And when you go looking for your next job, the experience of reporting directly to a CEO will be a real plus.

The CEO reporting relationship should help you to be a more effective general counsel, and it’s probably good for your career. The easy answer is to make this non-negotiable. If you want to be valued and a company really wants you, insist on a direct reporting relationship with the CEO. Make them put it in writing in your offer letter—this is important.

Or is it? The challenge is that everyone wants a “C” in their title, and everyone wants to report to the CEO.

Imagine saying, “I’m the head of HR, I’m a CHRO, and if your people are important to you, then I need to report to the CEO.” Or “I’m your CTO, and this is a technology company—I have to be a direct report.” Head of sales? A chief revenue officer. Your customer support leader? A CISO. And so on. This is getting complicated—we need a COO.

As you scale up and lure top talent with top titles and CEO access, a CEO might look at their calendars and find their days filled with direct report 1:1s and performance reviews, with their alphabet soup leadership meetings moving to the largest conference rooms in the building. The CEO with 11 direct reports may not actually have time to run the company. And now the new lawyer wants to be a chief legal officer—a CLO—and be direct report number 12.

Not everyone can be a direct report. By insisting on being a CEO direct report or nothing at all, you might be negotiating yourself out of a good role and demonstrating that you’re more focused on your individual career than the broader needs of the company you want to join.

I’ve done it both ways—I’ve been a direct report to the chief executive, and to a COO. These reporting lines can both work. This issue needs more nuanced thinking, and a good general counsel can help a CEO work through the “everyone’s a direct report” problem.

First, start with an honest assessment of how strategically important the legal function is to the company’s business. Legal is important to any business, but some businesses are mired in regulatory challenges or locked into litigation that could change the company’s trajectory, and a GC direct report might be essential there.

Second, keep in mind that the reporting relationship won’t likely be the most important factor in determining how successful you are as a general counsel. Sure, we all love a situation where the general counsel is a trusted voice in the CEO’s ear, advising on a wide array of issues. But it isn’t always what a chief executive wants, or what a company needs.

More important than the reporting relationship, you want to be in a situation where you’re respected and appreciated, where legal as a function is valued, and where you have direct access to (and a good personal relationship with) the CEO and the board. While being a direct CEO report might help in this regard, any CEO with 11 direct reports has got to be thinking about a reorganization soon anyway. The direct reporting relationship that you covet might be fleeting.

Ask how the company makes decisions. If an executive leadership team meets regularly to share information and discuss challenges, explain why being a part of that group is essential to being an effective general counsel—that should be non-negotiable. You can ask to be the one who manages the relationship with the board of directors and get regular 1:1s with the CEO as part of that responsibility.

You might even ask for a chief legal officer title as a way of showing to the company that your position is important. Solutions such as these may ultimately do more for you as a leader than a reporting relationship that might only look good on an org chart.

Third, try to understand why the other 11 roles are direct reports but the general counsel isn’t. It’s possible there are 11 roles that are more important to the CEO’s job than legal, or that the CEO doesn’t really care at all for legal. That’s not a good situation and is important for you to know up front. More likely, the 11 were simply added to the CEO’s plate over time without a lot of thought, and you are showing up at the breaking point.

If a general counsel doesn’t report to the CEO, where should they report? Often, as a consolation, general counsel are asked where they’d like to report, and there’s no right answer. A CFO might look at legal as just a cost center. A COO might be viewed as a powerful ally, a second in command—or the manager of a loose, unconnected collection of departments that aren’t important enough to merit the CEO’s attention. I’d gravitate toward the leader who’s best-positioned to support your department in a tough situation and help you grow as a leader.

I’d be wary if you get the sense that legal isn’t important to the CEO. If you think the CEO appreciates legal and it’s simply a matter of having too many direct reports already, I wouldn’t let the reporting issue stop me. Take the job, show your worth, and you might end up as a direct report down the line.

Rob Chesnut consults on legal and ethical issues and was formerly general counsel and chief ethics officer at Airbnb. He spent more than a decade as a Justice Department prosecutor and he writes on in-house, corporate, and ethics issues.

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