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Great advice from The Lawyer Whisperer

August 3, 2020

Q&A – Carolyn Herzog, EVP, General Counsel & Chief Compliance Officer, ARM

Julie Q. Brush

Carolyn Herzog is the EVP, General Counsel at ARM, a semiconductor and software design company wholly owned by SoftBank Group and its Vision Fund.  Carolyn has been at the helm of ARM’s valued legal department since 2017 and during her tenure has built a world-class legal organization.  Prior to ARM, Carolyn served in various leadership roles at Symantec (including Chief Compliance Officer) and AXNET Technologies. Hailing from Wisconsin, the Land of Cheese (and my beloved hometown), Carolyn earned her law degree from the University of Wisconsin-Madison and during her studies spent a stint at La Sorbonne refining her knowledge of European and French Law.

When you meet Carolyn, you are immediately taken by her warmth, intelligence and genuine goodness. Her commitment to excellence in everything she pursues is apparent the moment you meet her. She has been a tireless advocate for the underserved and underrepresented and is an inspirational role model for our profession.  Carolyn was kind enough to provide her wisdom on the challenges of the pandemic, advice on coping and insights into the Black Lives Matter movement. Thank you Carolyn!

You’ve been through other economic downturns, what is unique about this one?

This situation is unique in that we are all sharing this experience as a global community. I think we can all recall a time when we have looked at a tragedy in another community outside of ours and thought it wasn’t our responsibility to address. Right now, this is a global problem – a pandemic – that we are all dealing with together. Some will have to deal with it in greater extremes than others, but we all must acknowledge the problem. There will be businesses that gain economically – Amazon, Zoom and of course, the toilet paper industry! Others will see a balance of gains and losses – such as the food industry – with high spikes for grocery stores but a significant downturn at restaurants. Overall, I believe that businesses that plan well will be able to recover faster from this economic downturn, as compared to past downturns, because of the proactive government support to help preserve income and keep businesses afloat. Planning well means effectively planning for the worst but hoping for the best.  We know that, unless we are Zoom, Purell or Charmin, we have to tighten our belts now.  We may not have to take drastic measures yet, but we should be planning wisely, and investing smart so that we can support our customers, focus on high priority work and fortify ourselves for what’s to come. We also need to be mindful of the capabilities of our workforce – people are doing an incredible job working remotely, but there may be some work that simply cannot be done as effectively as when people are in the office. Do not wait to redefine what is a high business priority and make it clear for people what they should start, stop and continue doing. It is this kind of immediate planning that will make the biggest economic differences for all of us on the other end of this.

From a legal executive’s perspective, how can an employee increase his/her value to the organization during these challenging times?

I love this question! So often I am asked about what made the biggest difference in my career and my one-word answer is curiosity. One of my favorite poems (one we probably all read in college) is by Robert Frost. And what better time than to break it out now:

Two roads diverged in a yellow wood,

And sorry I could not travel both

And be one traveler, long I stood

And looked down one as far as I could

To where it bent in the undergrowth;


Then took the other, as just as fair,

And having perhaps the better claim

Because it was it was grassy and wanted wear;

Though as for that the passing there

Had worn them really about the same,


And both that morning equally lay

In leaves no step had trodden black,

Oh, I kept the first for another day!

Yet knowing how way leads on to way,

I doubted if I should ever come back.


I shall be telling this with a sigh

Somewhere ages and ages hence:

Two roads diverged in a wood, and I –

I took the one less traveled by,

And that has made all the difference.

During times of crisis management – for in house roles – we rely on smart, educated people – who rely on smart educated people – to be smart, curious and helpful. At this moment in time, we desperately need optimism, enthusiasm, creativity and a can-do attitude more than ever before. It is not that I don’t believe we should be careful – I run through my list of “what horrible things could go wrong” all the time. I also rely on team members with visibility beyond the legal department. Cross functional collaboration and input is key, in addition to networking outside our organization. I am amazed at how effectively our communities are sharing information right now. As horrible as the COVID-19 virus is, I think we can challenge ourselves to find some silver linings, and professional development is one of them. People are stretching their skillsets and implementing new ways of thinking, planning and working. We also don’t have to give up on our passions and our ideals. I spoke with a colleague the other day and she was asking some important questions about recruitment and retention of minorities in the company. It’s just as important that we not give up on these important D&I initiatives and other important programs that are not specifically COVID-19 related but that ultimately connect to talent retention.

     Carolyn Herzog

How can professionals (at any age or level) demonstrate leadership right now?

Move beyond your fear and think about how you can help. Leading, first and foremost, is about helping others. It is as simple as sharing your vision, thoughts and providing a sense of direction. There is an abundance of need for leadership during a crisis. It’s worth noting, although it may seem obvious to some, that managing is not the same as leading. Individual contributors can be amazing leaders. If you review definitions of leadership, there is the position of leadership (i.e., a role in an organization) and the characteristics of leadership, meaning the ability to guide or influence others into a direction or decision that leaves them feeling empowered or accomplished. Right now, people are referring to the days and weeks with feelings of repetitiveness, a real life “Groundhog Day.” And yet, there are also many examples of individuals feeling great accomplishment at being able to focus and work remotely, and a noticeable demonstration of greater kindness and collaboration amongst colleagues. An up-leveling of leadership could not only break up some of the week’s monotony, but it could also leverage this increase in productivity and collaboration for the greater good. It would be incredibly useful for executives to have a new perspective on how remote work can help organizations focus on high priority work to help them achieve— in the most effective and efficient ways possible —top level goals. Any greater learnings from this experience that can be leveraged for the long term will help morale in the near term.

In addition, for those that are struggling with work-load balancing, because they have too much work being assigned, they can’t seem to find the “off” button when they are working remotely, they are struggling balancing work with family burdens now that there is no school or other family support available, or other possible causes, this prioritization could be enlightening and could enable productive and much needed conversations between employees, managers and HR professionals.

In times of crisis, there are always winners and losers. Who do you think the winners and losers will be this time?

Outside of the pure market-imposed indicators that I noted above (toilet paper and video conferencing vs airlines and restaurants), the winners and losers will be determined by those that reinvent themselves. I often write and speak about AI ethics and one of the pillars that I speak about in that context is the future of work. Is it an ethical requirement for those that are working in the field of AI to retrain for the future of work? AI will undoubtedly displace workers; the question is which workers? And then the question is whom should be retrained and how? In the legal profession, for instance, the field is already changing. We no longer pay expensive lawyers in law firms to do document review when we can use technology to do the same work at a fraction of the cost. I don’t think there is risk that AI will displace advisors and judges, some work relies on an innate humanness that AI can’t achieve. But if AI makes humans more efficient, should we be retraining people to do more AI? Or should we retrain people who can care for and empathize with people? Certainly, in the current crisis, it’s been shown that people who care for other people are the most in demand. For me, the winners are those that are curious, that aim to lead and help others. The losers are those that hold on for too long in a field that is clearly not in demand; the companies that refuse to evolve and find themselves left behind.

What advice do you give people out there who are anxious about the future?

If you are not anxious about the future, tell me what you know that I don’t! We are all anxious – but that’s okay. My advice is to keep trying to be helpful. I find that as long as I have something to offer and the ability to find gratitude and help others I don’t need to fixate on my anxiety. I told a friend recently that I didn’t know I was a worrier until I had children. Raising my children is the best thing that I have ever done, but I battle with a long list of anxieties about the things I am doing wrong or missing, because I am too busy working, saying the wrong thing, the list goes on. Even so, my children provide validation that I am doing a great job – through small things like a hug, or more blatantly in a Mother’s Day card. Supporting others feels great. People will notice. Anxiety is driven by the fear of the unknown. That is normal. Try and control what you can. You can contribute, you can participate, you can engage, you can help.

What are you doing to stay mentally and physically healthy while you are quarantined?

By nature, I am an extrovert. As much as I appreciate Zoom, collaboration tools and all the amazing ways that we can connect online, I find myself ready to do a face plant by the time Friday night comes around. I feel mentally and emotionally drained, and yet still longing for physical interactions. My husband will joke that he has to “take me for a hike” and we drag the dog along as well. We are fortunate to live near trails that are relatively empty. We call the area just behind our house “the shire” as it reminds us of the area where the Hobbits lived in Lord of the Rings. I’m normally a city person, but I’m grateful for this remote area at the moment – being outside rejuvenates me. As long as I get that hike in, I am good! I also enjoy yoga and have started doing classes from home. Lastly, I am reminding myself to enjoy the extra, precious moments with family and friends. While I’d rather be with everyone in person, my husband and two daughters are great company at home. We’ve also implemented family Zoom sessions, which sometimes encompasses group cooking sessions – I personally do not cook, but my husband and youngest daughter take the lead in the kitchen and then everyone is happy!

Taking these mental breaks is so important! If you don’t give yourself this time, you won’t be in a position to support yourself during this time, and you certainly won’t be of help to anyone else.

Black Lives Matter is a movement that has impacted the world more meaningfully than ever. How are you “walking the talk’ and making a difference both personally and professionally?

I have always been active in promoting equality in every role that I have played in life – as a daughter, a student, an employee, a leader, and a Mom. Until recently, I thought that I understood issues on race because I am a woman, a Jewish person, and someone that has been engrained and involved in Diversity and Inclusion for so many years.  I have not been sheltered – I have lived in neighborhoods where I was the only white person, I have worked in environments where I was the minority as a white person, I have lived overseas and traveled extensively. So, what I am doing right now to walk the talk? I am listening and I am learning.  As an ally, I am sharing my support and my views – this is an important time for all of us to be sincere in our alliance to the Black Lives Matter movement and to ensure that this is a movement, not a moment.  But I recognize that I have not walked in the shoes of my black colleagues and friends. My experience is not theirs. I recognize that I need to be accountable and I want to be part of a global change that includes engaging with an open heart and mind.  This change requires measurable steps that will make a difference so I am engaging, both inside and outside my company to become better educated on effective methods that will make lasting changes in our society.

The legal profession is one of the least diverse professions. In the wake of the Black Lives Matter movement, what is your advice to the legal community and its leaders on how it can approach diversity and inclusion to effect real and positive change for people of color?

In addition to the above, create opportunities for development, ensure that panels for roles include more than one diverse candidate and at least one black candidate (studies demonstrate that only having one diverse candidate on a panel virtually guarantees that the diverse candidate will not be hired), do not shy away from discussing development opportunities with black employees, recruit from historically black colleges and recruit black candidates intentionally. We all know that we must be intentional if we are going outside of our natural network, so reach out to specialists (like Solutus!) that can help you with your talent search. There is not a pipeline issue, there is only a pathway issue. None of this implies a reduction of standards (we’ve heard the same thing about all diversity hiring, let’s face it); if you see a gap in your team in this area of diversity, there is nothing wrong with making a proactive effort in trying to fill it. Companies also have to sell their brand.  Black candidates need to feel comfortable in the environment so ensure that hiring panels also include diverse interviewers.  The more diversity that companies build, the more attractive they will be to minority candidates.




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