Challenge the Status Quo

Elevate’s Chairman and CEO, Liam Brown, talks with Carolyn Herzog, EVP and General Counsel of ARM Limited, the worlds leading semiconductor and IP company.

During this episode, Carolyn shares her career journey, a focus on culture and ethics.  Why meeting people where they’re at is essential.  Listen closely to the section on the value of feedback.  Once again, we’re hearing a legal leader focused on business and enterprise thinking.

 

  • [01:15]    Speaking French and playing the violin…
  • [03:36]    The World Bank, law school and cyber security
  • [07:28]    People need to feel they are developing
  • [12:13]    Helping the business understand the value of the law department
  • [12:44]    Perception is reality, feedback is a gift
  • [14:41]    Authoring an AI ethics framework
  • [16:57]    A strong and unique culture
  • [19:31]    When you lead, you’re asking people to trust you
  • [21:08]    Leadership in tough times requires…

 

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Podcast Transcript

Note: This transcript has been adjusted to improve readability. Transcripts are generated using speech recognition software and human transcribers. The context and more than 95% of the actual transcript have been preserved. We strongly encourage you to listen to the audio file.

 

Nicole Giantonio: Hello, this is Nicole Giantonio, the Head of Global Marketing at Elevate. The podcast episode you’re about to hear is part of our Next Normal Leadership Series, featuring Elevate’s Chairman and CEO Liam Brown, talking with Carolyn Herzog, EVP and General Counsel of ARM Limited, the world’s leading semiconductor, and IP company. During this episode, Carolyn shares her career journey and approaches to leading a legal department with solid enterprise thinking.

Liam Brown: Carolyn, welcome to our podcast. Thank you for joining us today. We’ve got several areas to cover, and I’m particularly interested in talking about leadership in law and all the dimensions of that. Could we start by getting to know you? Could you talk few minutes on the journey to how you arrived at the job you have today? As much as you’d like to cover. How did you end up in the role that you have today?

Carolyn Herzog: Well, it’s been an eclectic journey. If you want to go way back, when I was five, I told my mom I wanted to be Diana Ross. And she said, “Well, that’s gonna be a challenge.” [laughter] I studied French and music, violin major, and when I graduated from law school, my father gave a toast to my friends and me and expressed his disappointment in paying for all those violin lessons. I ended up working with my French after I graduated from the school in the World Bank’s Africa department, which I thought was just the best job in the whole world. I was in Washington DC and surrounded by people from countries all over the world. I was a minority to be an American working at the World Bank. It was just a block down from the White House, and it was a fascinating place. I’ve always been fortunate, I think. Except for the time I worked at Hardee’s, I had amazing managers. When I talk about leadership to any audience, my greatest advice is to make sure that you have a boss that encourages you to learn and grow and develop. And when I worked at the World Bank, I had two bosses, and both encouraged me to continue learning and growing.

One boss was from the Philippines, and she was the one that kept talking to me about law school. In fact, and said, “When are you gonna go to law school?” She put that idea in my mind. And the other boss had just come to America from Senegal and was a real partner to me. I was fortunate I got to speak French every day, which I thought was the best thing. You could wear anything you wanted, and it was a very open and exciting place to be. I always joke that going into compliance later in life, the compliance program at the World Bank were John Cleese videos; I still think they’re the best videos because I think British humor is the only humor that transcends any international environment. Eventually, I decided that with a music major and a French major, I needed to go to graduate school, and it was going to be business school or law school. Since I wasn’t particularly gifted with numbers and had watched a friend go through a statistics class and thought I was never going to pass that, I thought I would go to law school. I didn’t know whether I would be a traditional lawyer or whether or not I was going to use it to be the ambassador to France someday.

After law school, I decided to go back to Wisconsin, where I grew up, and ended up working for a non-profit that the World Bank-funded, in fact, and did a program in international legal reform. That wasn’t what it ‘was cranked up to be.’ Somehow non-profits are either highly functional or highly dysfunctional places, and this was fascinating but pretty dysfunctional. And again, my father was fascinated by how I could make less money after law school than before law school. I loved it in many ways. It was a group of fascinating people coming in every day and working on international legal reform projects, and I would meet judges from Egypt. I loved the people that came in but didn’t love what I was doing.  I worked on an international technology transfer and brought in a lecturer who worked for a cybersecurity company.  He was almost jumping up and down with his excitement about how he had the best job in the world working in-house for a cybersecurity company, and they had a job opening and thought I should apply for the job opening. I didn’t even know what a license agreement was, but he thought I should apply, and it broke all the rules.

I didn’t know what a license agreement was.  The job was outside the city, and I would have to get a car. It was completely against my character. I’d probably have to wear suits, and yet I decided I would apply, and somehow I got the job. Three years later, the General Counsel – the guy that had hired me – left, and I ended up being the General Counsel of this cybersecurity company. I loved the job. I was addicted. I was hooked. I loved in-house work, and the rest is history. Symantec acquired that company, and my love of in-house work, of cybersecurity, continued. I worked for Symantec for 16 years in DC before moving to England, where I lived for five years. I thought every job was the best job I’d ever had. I was the Head of Europe/Middle East/Africa for Symantec. I traveled. I think it’s sometimes it’s a little bit of luck and a lot of curiosity that leads your career where you never thought it would go.

“It’s a little bit of luck and a lot of curiosity that leads your career where you never thought it would go.”

– Carolyn Herzog

LB: There are so many things I’d like to explore. I want to touch on your experience in a non-profit that has, I imagine, a wonderful purpose, wonderful mission, wonderful people, and yet that doesn’t equal a highly functional working environment. How did you know that you weren’t in a highly functional environment? What were the kinds of characteristics of that time that you remember?

CH: I loved the mission of the non-profit, and I loved the people that worked there. But it was one of those times when I thought, “Well, I’m working 15 hours a day. I’m writing grants,” which I found fascinating. I was writing papers, I was meeting fascinating people, but then you’re cleaning up coffee cups at the same time. It was almost a socialistic environment where you did everything. And if there was no differentiation between the highly intellectual work and “it’s your turn to clean up the coffee cups,” and you’re getting paid so little, then you think, “Well… ” At some point when you’re thinking about the development of people, you have to think, “Well, intellectually, I’m growing,” and for me, I didn’t see the development path. As a leader, you want to help people learn and grow, and I didn’t see that as a functional part of how the organization ran.

LB: Did that inform, or has that informed your view about creating differentiation? I ask because I think we as leaders want to create community and belonging, and one of the ways we do that in ways that flatten organizations, for example. And my experience is people want to see that there are career development and differentiation and a path. So did that inform your management and leadership philosophies later in your career?

CH: It has. I never worked in a law firm, and I never really felt like a law firm was the place for me. So the hierarchy is not something that I grasp in terms of people needing to see that they are better than or above or below others. I always joke that the legal world is one of those few places where people refer to themselves as lawyers and non-lawyers. It’s not a reference term that I particularly like, but I do think that people need to feel that they are developing at all times. For instance, one of the things that we do in our department is we have a roles and responsibilities document.

We created an organizational chart that creates roles and responsibilities, and within that roles and responsibilities, we help people find their roles within the department. Do you have a vision as to how do you contribute to the department and the organization? What are the responsibilities that you have? How are you business-partnered within the organization? What are your charters? How are you partnering? Are there committees that you participate in, and are you leading within those committees? And do you have a bench strength so that you’re developing somebody else, so that if you have an opportunity to go and do something else, you’re creating a bench strength for somebody else to learn what you are doing? And are you also learning to do something that somebody else is doing so that we create this cyclical opportunity?

Growth is not always on a ladder; growth has to be lateral. And to me, that’s always been one of the secrets to my success. I wasn’t always asking to go up, I was asking for lateral development, and I was asking to learn what somebody else was doing. So curiosity to me was always the secret to my success.

LB: Having this roles and responsibilities framework, because some very specific questions came to mind as you were explaining that, it seems to me to give you a structure to have this conversation. It almost ensures curiosity because there is a conversation about what other things are of interest? What other things are you interested in learning about? I like one of your points about being business-partnered. What kinds of answers do you get from your team? How they think about their role, either with the business or their role in their self-development?

CH: Well, one of the things that it’s changed is that inevitably in a team, you get an “us” and “them.” Particularly with a global team or a team that’s looking across the hallway, you always have people that think, “Well, I’m really busy, but what is that person doing?” or, “Why did that person get promoted, and I didn’t?” The more you share across and the more that you communicate, the more people they have less doubt about, “Well, what is that person doing versus me?” And also, inevitably, when you invite people in, you end up with less of a black hole in terms of what the legal department does. It’s less so, “You keep me out of jail, thank you very much.” Or, “You do contracts, thank you very much.” The more we evangelize and talk about what value we add to the company, the more proud we are about what we do. They recognize that we add value, and people know that we add value, so we talk about it, and it’s less of a black hole. Thank you very much, you make contracts. Thank you very much; you keep me out of jail.

Well, there’s a whole plethora of value that we add to the organization. We help protect a company’s intellectual property. We are adding this business partnering element to what we do. We’re engaged, and we’re looking forward; we’re looking around corners. We’re enabling the business in so many ways. The more we talk about what we do, the more we create awareness within our department. And the more we talk about what we do; people create pride in what we do. You talk to legal members, and they say, “Oh, but somebody else will think it’s boring what I do.” Well, it’s not boring at all.  It’s fascinating. So we create this legal knowledge sharing; we have monthly sharing around what we do. And the more that we’ve created this framework to talk about what we do and talk about roles and responsibilities, that roles and responsibilities document has filled out.

Once upon a time, it was a little one-liner or a little bullet, and the more that somebody saw what somebody else wrote about what they do, they filled out a little bit more about what they do. It has created a sense of pride and sharing across the team.   When someone gets promoted, there is a greater understanding of why that person got promoted. It wasn’t just that they do what they do, but they add value because they train or they engage with their business partner, or they explain a problem versus just saying do or do not. And so there’s been a great deal more of sharing and engagement and understanding about why that person is the extra special business partner. I think our team has improved over time and understood that the soft skills matter just as much as being a super brilliant lawyer, which of course, they all are.

LB: Understanding the value that the law department creates is a fascinating topic. How do you communicate that value to your C-suite? One of the things that were clear to me in preparing to meet with you is if I think about something like the work you’ve done with ethical AI, it seems to me that you’ve got a lot of experience of actually bringing the law in the core. How do you create awareness amongst the C-suite of the law department, and then as a general counsel leader, how have you bought law into the core?

CH: I think one is you can’t be afraid of feedback. So you can’t be afraid to ask, “How is it going?” And so we have done surveys to our organization and said, “How are we doing?” We partner with our communications team; we try to ask for surveys at the right time and make sure that we’re asking within the organization. And we’ve had external surveys going out to our partners as well and saying, “How is the company doing?” And some of that feedback comes back in the form of, “You are difficult to do business with.” When it comes back, it’s always in the form of legal, and the team says, “It’s unfair.” And one of the best forms of feedback I ever got was from my former general counsel, who said perception is reality. Feedback is a gift. It doesn’t matter if you disagree with the feedback, the feedback is the feedback, and you have to take that perception and say, “What am I gonna do with it?”

When our partners gave us feedback, and it was external partners, that ARM was a little bit difficult to do business with, we looked at that and said, “Well, gosh, it was those engineers,” or, “Gosh, it was this, that and the other.” And we said, “Well, it doesn’t matter actually, because we could do something with that as a legal department.” Let’s take that and let’s lead, and let’s figure out how we can, as a legal department, change the way ARM is perceived. And we also look at that in the C-suite, and we say, “Well, what is it that we could change?” People take the status quo. That is just our nature, and we run with it. We’ve taken on as a legal department this challenge of changing the status quo.

One of the biggest challenges that all legal departments face right now is prioritization, so we ask our team to change things. We said, “You help us change the way that we’re working. We’re asking you to help us.” And it is really hard to change habits; I have been amazed at some of the things that our team is changing right now. We’re working with our partners, saying, “Do we need this form anymore? None of us like it, so let’s stop using it or let’s make it simpler.” And attitudes are changing. The AI ethics work, I don’t remember how the question came up. Around two years ago, I asked, “Would anybody be interested in me starting a working group around AI ethics?”  It has boomed, and the CEO is out talking about it; it’s become a thing worldwide. We’re very, very excited about it.

“One of the biggest challenges that all legal departments face right now is prioritization.”

– Carolyn Herzog

LB: There are so many things I’d like to explore. I want to touch on your experience in a non-profit that has, I imagine, a wonderful purpose, wonderful mission, wonderful people, and yet that doesn’t equal a highly functional working environment. How did you know that you weren’t in a highly functional environment? What were the kinds of characteristics of that time that you remember?

CH: I loved the mission of the non-profit, and I loved the people that worked there. But it was one of those times when I thought, “Well, I’m working 15 hours a day. I’m writing grants,” which I found fascinating. I was writing papers, I was meeting fascinating people, but then you’re cleaning up coffee cups at the same time. It was almost a socialistic environment where you did everything. And if there was no differentiation between the highly intellectual work and “it’s your turn to clean up the coffee cups,” and you’re getting paid so little, then you think, “Well… ” At some point when you’re thinking about the development of people, you have to think, “Well, intellectually, I’m growing,” and for me, I didn’t see the development path. As a leader, you want to help people learn and grow, and I didn’t see that as a functional part of how the organization ran.

LB: Did that inform, or has that informed your view about creating differentiation? I ask because I think we as leaders want to create community and belonging, and one of the ways we do that in ways that flatten organizations, for example. And my experience is people want to see that there are career development and differentiation and a path. So did that inform your management and leadership philosophies later in your career?

CH: It has. I never worked in a law firm, and I never really felt like a law firm was the place for me. So the hierarchy is not something that I grasp in terms of people needing to see that they are better than or above or below others. I always joke that the legal world is one of those few places where people refer to themselves as lawyers and non-lawyers. It’s not a reference term that I particularly like, but I do think that people need to feel that they are developing at all times. For instance, one of the things that we do in our department is we have a roles and responsibilities document.

We created an organizational chart that creates roles and responsibilities, and within that roles and responsibilities, we help people find their roles within the department. Do you have a vision as to how do you contribute to the department and the organization? What are the responsibilities that you have? How are you business-partnered within the organization? What are your charters? How are you partnering? Are there committees that you participate in, and are you leading within those committees? And do you have a bench strength so that you’re developing somebody else, so that if you have an opportunity to go and do something else, you’re creating a bench strength for somebody else to learn what you are doing? And are you also learning to do something that somebody else is doing so that we create this cyclical opportunity?

Growth is not always on a ladder; growth has to be lateral. And to me, that’s always been one of the secrets to my success. I wasn’t always asking to go up, I was asking for lateral development, and I was asking to learn what somebody else was doing. So curiosity to me was always the secret to my success.

LB: Having this roles and responsibilities framework, because some very specific questions came to mind as you were explaining that, it seems to me to give you a structure to have this conversation. It almost ensures curiosity because there is a conversation about what other things are of interest? What other things are you interested in learning about? I like one of your points about being business-partnered. What kinds of answers do you get from your team? How they think about their role, either with the business or their role in their self-development?

CH: Well, one of the things that it’s changed is that inevitably in a team, you get an “us” and “them.” Particularly with a global team or a team that’s looking across the hallway, you always have people that think, “Well, I’m really busy, but what is that person doing?” or, “Why did that person get promoted, and I didn’t?” The more you share across and the more that you communicate, the more people they have less doubt about, “Well, what is that person doing versus me?” And also, inevitably, when you invite people in, you end up with less of a black hole in terms of what the legal department does. It’s less so, “You keep me out of jail, thank you very much.” Or, “You do contracts, thank you very much.” The more we evangelize and talk about what value we add to the company, the more proud we are about what we do. They recognize that we add value, and people know that we add value, so we talk about it, and it’s less of a black hole. Thank you very much, you make contracts. Thank you very much; you keep me out of jail.

Well, there’s a whole plethora of value that we add to the organization. We help protect a company’s intellectual property. We are adding this business partnering element to what we do. We’re engaged, and we’re looking forward; we’re looking around corners. We’re enabling the business in so many ways. The more we talk about what we do, the more we create awareness within our department. And the more we talk about what we do; people create pride in what we do. You talk to legal members, and they say, “Oh, but somebody else will think it’s boring what I do.” Well, it’s not boring at all.  It’s fascinating. So we create this legal knowledge sharing; we have monthly sharing around what we do. And the more that we’ve created this framework to talk about what we do and talk about roles and responsibilities, that roles and responsibilities document has filled out.

Once upon a time, it was a little one-liner or a little bullet, and the more that somebody saw what somebody else wrote about what they do, they filled out a little bit more about what they do. It has created a sense of pride and sharing across the team.   When someone gets promoted, there is a greater understanding of why that person got promoted. It wasn’t just that they do what they do, but they add value because they train or they engage with their business partner, or they explain a problem versus just saying do or do not. And so there’s been a great deal more of sharing and engagement and understanding about why that person is the extra special business partner. I think our team has improved over time and understood that the soft skills matter just as much as being a super brilliant lawyer, which of course, they all are.

LB: Understanding the value that the law department creates is a fascinating topic. How do you communicate that value to your C-suite? One of the things that were clear to me in preparing to meet with you is if I think about something like the work you’ve done with ethical AI, it seems to me that you’ve got a lot of experience of actually bringing the law in the core. How do you create awareness amongst the C-suite of the law department, and then as a general counsel leader, how have you bought law into the core?

CH: I think one is you can’t be afraid of feedback. So you can’t be afraid to ask, “How is it going?” And so we have done surveys to our organization and said, “How are we doing?” We partner with our communications team; we try to ask for surveys at the right time and make sure that we’re asking within the organization. And we’ve had external surveys going out to our partners as well and saying, “How is the company doing?” And some of that feedback comes back in the form of, “You are difficult to do business with.” When it comes back, it’s always in the form of legal, and the team says, “It’s unfair.” And one of the best forms of feedback I ever got was from my former general counsel, who said perception is reality. Feedback is a gift. It doesn’t matter if you disagree with the feedback, the feedback is the feedback, and you have to take that perception and say, “What am I gonna do with it?”

When our partners gave us feedback, and it was external partners, that ARM was a little bit difficult to do business with, we looked at that and said, “Well, gosh, it was those engineers,” or, “Gosh, it was this, that and the other.” And we said, “Well, it doesn’t matter actually, because we could do something with that as a legal department.” Let’s take that and let’s lead, and let’s figure out how we can, as a legal department, change the way ARM is perceived. And we also look at that in the C-suite, and we say, “Well, what is it that we could change?” People take the status quo. That is just our nature, and we run with it. We’ve taken on as a legal department this challenge of changing the status quo.

One of the biggest challenges that all legal departments face right now is prioritization, so we ask our team to change things. We said, “You help us change the way that we’re working. We’re asking you to help us.” And it is really hard to change habits; I have been amazed at some of the things that our team is changing right now. We’re working with our partners, saying, “Do we need this form anymore? None of us like it, so let’s stop using it or let’s make it simpler.” And attitudes are changing. The AI ethics work, I don’t remember how the question came up. Around two years ago, I asked, “Would anybody be interested in me starting a working group around AI ethics?”  It has boomed, and the CEO is out talking about it; it’s become a thing worldwide. We’re very, very excited about it.

About the Author(s)

The host of this interview is Elevate’s Chairman and CEO, Liam Brown, talking with Carolyn Herzog the EVP and General Counsel of Arm.

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