Record Turnover in F500 GC Ranks: New Appointees Implementing Major Change

Russell Reynolds Associates’ fifth annual analysis of this year’s cohort of Fortune 500 general counsel shows that:

• General counsel turnover is at its highest since 2018, with 70 new GC appointments in 2024.
• In a departure from previous years, the majority of these GC appointments are internal to the organization.
• The volatile external risk environment, as well as the significant churn in recent external general counsel appointments, may be prompting companies to focus more on internal succession planning.
• When asked about the level of change implemented in their new role on a scale of zero (business as usual) to ten (complete overhaul), the most common answer given by GCs was seven out of ten. 
• Companies are preparing their internal successors by giving them broad exposure to legal, regulatory, and corporate affairs as well as crisis management and even non-legal responsibilities before they step into the top job.

A record year for general counsel appointments in the Fortune 500

2024 saw the highest number of newly appointed general counsel in the Fortune 500 since we started tracking back in 2018 (Figure 1). Of the 70 appointed, 54% are first time, internal candidates, marking a shift towards favoring internal successors (Figures 2 and 3). Although a slim majority, it mirrors a broader trend in executive turnover: our CEO, CFO, and CHRO indices all see a shift towards internal appointments.

Figure 1: Newly appointed general counsel in the Fortune 500 (2018-2024)

_{Source: RRA analysis of newly appointed Fortune 500 GCs, 2018 - 2024, n = as detailed above.}

Figure 2: Proportion of internal and external GC appointments (2020 – 2024)

_{Source: RRA analysis of newly appointed Fortune 500 GCs, 2024, n = 59 in 2018, n = 66 in 2019, n = 52 in 2020, n = 59 in 2021, n = 42 in 2022, n = 66 in 2023, n = 70 in 2024.}

Figure 3: Profile of newly appointed general counsel in the Fortune 500 in 2024
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_{Source: RRA  analysis of newly appointed Fortune 500 GCs in 2024, n = 70 in 2024.}

What’s more, when Fortune 500 companies did look externally to the market, they tended to hire GCs with prior role experience within the same industry: of the 32 externally appointed GCs in 2024, 59% moved within the same industry and 75% were experienced GCs.

Short tenure and risk aversion is driving more internal GC appointments

Why do we see a shift towards internal successors? One reason may be the high proportion of recent GC appointments that ended after relatively short tenures. Of the 2022 leavers, 17% served less than five years in seat.  By 2023, that proportion increased to 25%, and hit 28% in 2024 (Figure 4).

Figure 4: Fortune 500 GC leaver tenure (2022 - 2024)
Shading indicates year appointed and year GC left post.

_{Source: RRA analysis of Fortune 500 GC tenure, 2022-2024. N = 35 in 2022, N = 71 in 2023, N = 61 in 2024 (interims removed).}

Notably, 71% of those 2024 leavers were originally external hires—a significant 12pp increase from the year prior (Figure 5).

Figure 5: GCs who left their roles within five years: Internal vs external appointments (2022 - 2024)

_{Source: RRA analysis of Fortune 500 GC tenure, 2022-2024. N = 6 in 2022, N = 17 in 2023, N = 17 in 2024 (interims removed).}

In response, many companies are moving towards “the general counsel they know.” Of the organizations that hired external GCs who exited within five years, 52% went on to appoint an internal successor.

The unprecedented disruption wrought by the pandemic coupled with the challenges of building relationships in a hybrid environment is likely to have played a role in some external hires not working out, underlining the need for contingency plans and a pipeline of internal talent ready to take the reins.

It's also likely that companies are seeking to limit how much their newly appointed general counsel has to learn. In our current volatile risk environment, internal successors’ existing  operations and stakeholder knowledge may have an edge over an external appointment’s fresh perspective. Nurturing an internal rising star means skipping the steep learning curve that would come with making an external appointment.

Even when making an external appointment, companies are trying to control for consistency. As we note above, the most common external GC hire profile brought industry and role experience. While these new GCs had to learn the intricacies of their new company, they still had the benefit of industry wisdom and boardroom exposure under their belts.

Lastly, trends within the talent market are likely also prompting Fortune 500 companies to take a longer-term, strategic approach to succession planning. Twenty-seven percent of the sitting Fortune 500 GCs are external hires within the last five years. On top of that, 20% have been in role for ten years or more, and are therefore highly embedded in their organization. This leaves just 26% in the sweet spot of between five and ten years in role who may be open to new opportunities. If organizations are looking to recruit a sitting chief legal officer, the pool of talent realistically available and open to changing positions is much smaller than during times when there is less movement. With the external talent market somewhat exhausted, Fortune 500 companies are investing more in the rising stars they already employ.

New GCs are making major changes

Although Fortune 500 companies are being more cautious in selecting their general counsel, it doesn’t mean they are change-averse. In fact, the newly appointed general counsel we interviewed say they have a strong mandate for change. When asked to rate the changes they have made in their first 12 to 18 months in role on a scale of zero (business as usual) to ten (a complete overhaul), the most common answer given was a seven. This was consistent regardless of whether the GC was an internal or external appointment.

Assessing their teams and culture was a top priority for all general counsel, irrespective of their path to the top job. Some described shifting mindsets from transactional approaches to partnering with the business, requiring the replacement of more technically-minded team members with those of a more commercial outlook. Others described a need to shift the focus of departments away from simply managing the docket to thinking strategically about how legal teams contribute to a company’s objectives. Another common thread was the need to embrace technological change, such as automation, becoming more data-driven, and enhancing technology competence for more effective operations.

Most GCs allowed themselves an initial assessment period of around six months to understand the organization, teams, and culture before implementing significant changes. However, they didn’t hold back in making immediate changes on urgent issues: where there were clear opportunities for improvement, pressing challenges, or opportunities to be seized, new general counsel moved quickly. In cases where there were immediate performance issues or clear misalignments with the team’s future direction, GCs acted swiftly to switch up direct reports to align the team with strategic objectives.

Broad experience and spotlight projects help internal legal talent step-up

When we asked newly appointed general counsel to rank the experiences that were most meaningful to their ultimate hiring, we uncovered noteworthy differences between internal and external appointments.

External appointments were most likely to say that their experience in navigating the boardroom and advising on governance was the most important reason they were selected (Figure 6).

Internal appointments, on the other hand, say their experience managing litigation, risk and other external affairs was most important. Their boardroom navigation, commercial partnering, track record in complex global environments, and ability to lead high performing teams were all closely-bunched secondary factors (Figure 6). In other words, their broad functional competence—proven within the context of their organization—was the most important factor in their selection.

Figure 6: Most important experiences prior to appointment ranked by general counsel - Internal and external appointments
GCs ranking, “At the time of your selection, which aspect of your experience was valued most highly or was the most critical?”
The higher the score, the higher each factor was ranked on average.

_{Source: RRA survey of newly appointed Fortune 500 GCs in 2023 and 2024, n = 30.}

Despite being the second-most important reason why internal successors are appointed, few say they have extensive exposure to working with the board and advising on governance. Just 36% of internally appointed GCs rated their board exposure as extensive or in every meeting, in stark contrast with the 74% of externally appointed GCs who say the same (Figure 7).

Figure 7: How GCs rated their board exposure prior to appointment – Internal versus external
# of GCs answering, “Prior to obtaining the role, how would you rate your board exposure?”

_{Source: RRA survey of newly appointed Fortune 500 GCs in 2023 and 2024, n = 30.}

This points to the importance of quality (rather than frequent) interactions with the board for high-potential legal talent. When asked qualitatively what their most important development opportunities were in their path to succession, internal GCs talked about stretch projects with broad scope that gave them exposure to their senior stakeholders and a chance to demonstrate their strategic credentials as business leaders, rather than simply as functional experts.

What’s next for the Fortune 500 general counsel landscape?

High churn in the last five years means the external GC talent pool is smaller than ever: Attracting a superstar GC from another company is an increasingly difficult task, as so many GCs moved in the last five years. If you are set on making an external appointment, it’s a candidate’s market.

Consider the context: Where tenure has been short, consider what lessons can be learned when hiring your next General Counsel. What were the biggest hurdles to success in the role? Are you hiring a GC with a mandate for change or continuity? Whether you’re prioritizing boardroom presence or internal relationships, it will impact your future GC profile.

Succession planning takes years—it’s never too early to start: To be successful, rotation and exposure is critical for high potential talent. Possible internal appointees need to gain a breadth of experience in litigation, risk, regulatory affairs and other adjacent areas. Furthermore, they need opportunities to own and drive complex projects in global environments that give them C-level and board exposure. All of this is likely to take years, to organize and execute, so it makes sense for sitting GCs to start succession planning as soon as possible. A key question for organizations is whether they have the time and resources to create these significant rotation opportunities to foster the bench strength required.

Ensure a structured selection process—whether appointing internally or externally: Whether considering internal or external candidates, rigorous executive assessment has many benefits. Internal candidates can sometimes suffer from familiarity bias—stakeholders may think they already know the candidate’s track record. By going through a structured process, internal candidates get the opportunity to shine by presenting their accomplishments and benchmarking against the wider market.

Whether assessing talent internally or going out to the market, robust assessment of candidates’ experiences and competencies—as well as their future potential—really matter in helping companies understand the nuances of a particular leader’s style. Structured assessments like RRA’s Leadership Portrait model can help organizations understand both a leader’s ability to succeed today, as well as their potential to lead the organization through the inevitable change and transformation that sits on the horizon.

As roles continues to expand and external volatility remains high, examining a candidate’s potential to grow, grapple with complexity, and support your organization’s culture—as well as how they benchmark against the wider market—are all crucial for successfully hiring your next general counsel.

Authors

Cynthia Dow is a senior member of Russell Reynold’s Associates’ Legal, Risk & Compliance Officers capability. She is based in Boston.
William McKinnon is a senior member of Russell Reynold’s Associates’ Legal, Risk & Compliance Officers capability. He is based in Washington D.C.
Alison Huntington leads Russell Reynolds Associates’ Legal, Risk & Compliance Officers Knowledge team. She is based in London.
Jason Kipkala is a member of Russell Reynolds Associates’ Legal, Risk & Compliance Officers Knowledge team. He is based in Toronto.
Kunal Khanna is a member of the Data Services Team at WNS serving Russell Reynolds Associates’ Legal, Risk & Compliance Officers capability. He is based in New Delhi.