A Conversation with Deneen Donnley | In-House Legal: Uncovered

Thanks so much, Mike. Pleasure to be here. Thank you for having me.

Sure. So I was born and raised in New York City, attended New York City public schools. Had an inkling about going to law school but kind of put that aside after I went to college. Served on jury duty after college, and at the time I was teaching for Princeton Review part-time and decided maybe I'd pursue a JD instead of an MBA, and that turned out to be a great decision. In some ways it was happenstance that I ended up in financial services for so long. When I came out of school, that was one of three opportunities I had, and I liked the idea of learning something new, moving to a new city. So that was in Washington DC with the Board of Governors. And so I was there five and a half years, did a lot of bank holding company work. Decided that I wanted to expand my banking knowledge kind of beyond the holding companies, and so I went to Pepper Hamilton, did some consumer work, did some corporate work and governance. A bit of right place, right time. There was a bank coming to town that was looking for a general counsel, that was ING Group looking to expand its ING Direct franchise. So eight years out of law school, I interviewed for and became GC of ING Direct. I was employee number 27.

So I joined before the bank actually had a charter. It launched maybe five or six months later. So during my 10 years, it went from zero in assets to 90 billion in assets. I was recruited from there to USAA Bank down in San Antonio, Texas. And USAA, for those who don't know, serves the military community, so it is focused on the financial security of the military and their families. So it really was quite a noble mission, and I would say probably one of the most member-focused or customer-focused companies I've ever worked for. So I was the bank GC for about five and a half years, doing kind of product work, regulatory work, was secretary of the board of the bank, and really used USAA's broader legal department like an internal law firm. When the CLO retired, I was promoted to CLO at USAA.

And served in that role for about four years. Towards the end, I always had it in my mind that I would be coming back to New York. I spent 27 years outside of New York, and yes, I was counting. And so my plan was always to come back to New York City. In fact, the financial planner couldn't believe that I was planning to do that because most people at USAA were thinking about Hill Country or retirement, and I very much wanted to come back to the city. And this great opportunity to come be general counsel for Con Edison came up. Mike, your team was part of the team that brought me here. But you know, when I understood that they were looking for a generalist who had led large teams and was comfortable kind of being that outside voice and bringing a different perspective, that sounded really interesting. And given where ConEd is in helping New York achieve its clean energy transition, I thought that it would be a great time to join because a lot of change underfoot. What got you here won't get you there. I'm also very comfortable with change, so I saw it as a great opportunity. So in 2020, actually January of 2020, I moved to New York and became GC of Con Edison right before COVID.

Sure. So I mean, I had already taken the GMAT, so I was thinking about grad school. I had taken the GMAT, I was considering what schools I would apply to, and I was a business undergrad major, so there was going to be some repeat. But I was called for jury duty for a slip and fall case against an airline. And as part of that process, there was an attorney who was a quite young attorney, and I was saying, and it was just in my mind, 'Oh, I could do this. Should I rethink what I'm thinking about? Would I enjoy law more than I would enjoy kind of getting an MBA?' And the more I looked into it, I liked the critical thinking aspect of it. I liked that you could do so many different things. They didn't have to be a trial attorney. There's corporate work and other work, and it just seemed to appeal to the way that I think. Interestingly enough, I can't remember if I was teaching LSATs then. I don't think I was yet. I eventually taught LSAT for Princeton Review, but it just appealed to me. And so I really just changed gears, took the LSAT, applied to law school, got into Fordham I think in July, and then started in August. And it was one of the best decisions that I've made.

So I would say throughout the years, New York was always home. So I lived many places. My mother has lived in the apartment that I grew up in for over 50 years. So regardless of where I lived, I was always coming back home to New York. I would say growing up in New York, it just gave me an appreciation for city living. I like being in a crowded city. I like the culture that New York has to offer. I like the just incredible diversity in so many different aspects, that many languages spoken, the types of events that one can do in New York. I even when I was younger and I didn't have access in some ways to all of the offerings of New York City, I grew up in the Bronx, and certainly I would come down into Manhattan and do different things, but certainly not the way I probably move around the city now. But I have always loved living in New York. And so when I came back, you know, I would see shows, I'd go to art galleries, I'd go to concerts, I'd do different things. I take my mother, who I'm basically the organizer of all of our cultural events. But even in the different places that I lived, I would always try to find kind of what can I do. I'm very much an outward-facing person. So some people would say, 'Gee, you know, my dream home is someplace where I have a lot of space.' I'm always focused on what can I do and where can I get to when I'm living someplace. So if I'm not living downtown even in these other cities, I'm living incredibly close to downtown because I'm trying to enjoy all that the space has to offer. So I guess I take being a New Yorker with me everywhere that I go. I feel that I've lived in many different places, but I am a New Yorker. I'm from New York. That's always home for me.

Yes, it's part of risk-taking, right? You know, you take risks, you get opportunities, you learn, you grow, you develop. You learn a lot from living in different places. And while it's wonderful to be home, I enjoyed living in DC and Philadelphia and Wilmington, Delaware and Texas. I enjoyed spending time in Austin. Like, there were just a lot of things I was exposed to because I wasn't here. Yet I had the benefit of being able to come home and spend time here. So I feel like I had the best of both worlds.

I would say you know earlier on I was probably hired because, 'Oh, we need someone who knows and understands banking,' right? This is when I joined ING Direct and they were in startup mode. But very early on I realized that knowing banking was not enough because obviously there's product work, there's compliance work, but also I was the corporate secretary. One of the first things they asked me when I got there was, 'Can we do credit checks of people and then what do we do once we have the results?' So you know, I'm no employment lawyer, but I probably know the basics of employment law. I had to learn about trademarks. I mean, so there's kind of the broad substance you have to learn. But then equally as important is building relationships and having good interpersonal skills. I think that is critical to being a general counsel. Also understanding the business. So I would say that I spent 25 plus years as a banker, even though I was a general counsel, and maybe financial services because once I was at CLO of USAA, it was banking, insurance, investments. But I really became more of a business person who had a legal portfolio and whose judgment and advice was informed by my legal training. And I spent a lot of time trying to understand what my peers were trying to accomplish and figuring out how I could use my resources internal and external to help them accomplish that. And that's where it falls back to these interpersonal skills, the communication skills, business acumen. All of those things I think are critical. And I would say also a sense of servant leadership. So it's not all about me. I very much tried to be the person that was focused on the enterprise, not trying to enable any particular silo, but to do what's best for the enterprise. And I think I was seen as kind of the fair broker in that regard.

So I would say I enable the business to achieve its goals within the enterprise risk appetite. That is it broadly. So I'm an enabler. I understand risk. I'm not here to eliminate all risk, but to operate within the appetite of the company. And so I have resources that help me do that, but first and foremost I try to understand what the company is trying to accomplish and think about how I can support that. Makes sense.

Sure. So I'd say one of the most important things that I look for is someone with integrity, because that goes a long way. That is the person who is setting the tone for the culture of the entire company, and integrity is incredibly important. I need to be able to trust that this person wants to do the right thing, wants to do right by the company, and for me to be able to kind of play the role as his or her chief counselor. So I'd say integrity, a sense of purpose, servant leadership is also great. I've been fortunate in the CEOs that I've worked for, but I would say those are the big rocks.

So I'll start by saying I hope I'm good at it, right? You know, it's only your team that kind of tells you that you are. But I think you start by setting a vision about how you not just what you want the team to do. So as I tell my team, it's the what and the how. I believe that the what we do and how we do it are equally important. And so having really clear expectations, in particular of the leaders, when it comes to the how, caring about the employee experience and developing our employees. And I would say having leaders who are not just the best lawyers but who are good lawyers and great leaders. And that's something that is not always common within legal circles. It's very easy to promote the best lawyer, but to be a people leader it takes a skill that goes beyond being good at what you do. So I spend time with the senior team, I do skip levels, I do meetings that cut across different functions. So just kind of, they're literally randomly generated. So I do a virtual lunch with 10 people once a month, and my assistant simply picks 10 people randomly, and we learn about what each other does. I ask each one of them, of course tell me about yourself, but tell me one thing you're working on that you're excited about. It's a very simple question, it really gets the conversation started. And then I kind of create an open forum so that they can ask questions or I can talk about something that we're focused on as a department. But I would say focusing on the right leaders with the right behaviors and then developing your teams and hearing from those teams what their experiences are like working for this department hopefully leads to a good outcome.

You know, it's a bit of trial by error. I started out managing smaller groups. So when I was at ING, maybe I had a group of 18 and a couple of contractors. When I was GC at USAA Bank, I want to say at most I had 25 people on my team. So I really got a chance to get to know the entire team, spend time with people individually. That makes it easier because I get to hear directly from everyone what they care about. I've also been at orgs that have been very actively engaged in engagement surveys, so I also had kind of that feedback. When I was CLO at USAA, I had a much larger team. So at one point it was as high as 700 because the compliance team was quite large, they were part of my group, and then there was a claims litigation group, both of which eventually split off. But then the top leaders become super important.

Because my job was big. I want to say 50% of my job was dealing with enterprise issues with the C-suite, 30% was managing my portfolio, and then 20% was the board. So I spent a lot of time making sure that I had the right leaders down at least two levels and that we were focused and aligned on how we were going to manage the department. But the what I mentioned about doing the lunches, that started at USAA. It's so hard to get to know 400 people, so I would do these virtual lunches. I also set up what I called office hours, and you could either... I did them in three locations on the large campus and virtually. So even if you weren't on campus, because we had some far-flung employees, there was still the ability to basically spend 15 minutes and we would talk about whatever the person is interested in. Quite often it was a development conversation, but it didn't have to be. And so I tried to have these avenues where I could always understand the employee experience. I just knew it was important. The what and how, I don't think I had the words for the what and the how throughout the whole time, but it was very clear to me that leadership or being a leader in the law department or legal department means more than being a good lawyer. And so I would say certainly by the time I was at USAA, I was very focused on the leadership competencies that people were showing and thinking about how in the business there's a huge focus on leadership and how do we bring that into the legal department.

Well, you know, I work really hard to be personable. And to, you know, probably when I came into USAA there was that feeling about the CLO, right? Everyone did not know him, and because we had the staff counsel offices that were far-flung, they probably saw him once a year. I tried to spend time going around to these offices, having conversations. We did kind of a speed networking event. I participated, you know, let people come and sit down and we did networking. I tried to actively participate in things so people could get to know me. We would have barbecues on campus, I showed up for that. I really tried to be involved. We would volunteer at the food bank. Everything I was trying to do was to kind of humanize the role, have people get to know me, let them know that I'm approachable, that I care about them, and I want to know what they're thinking. So I would hope that people might have felt that way at some point, but I like to think that I try to be very approachable, and not just for the lawyers but for the professional staff.

Well, I mean, it is kind of fun. So you know, sometimes when I travel and I say I work for ConEd, every once in a while someone will say, 'What does ConEd do?' Right? But there's also ComEd, Commonwealth Edison, and I know them very well. Every once in a while when I'm traveling they think I said ComEd. No, no, Con, Consolidated Edison. Yes, most people in this area know exactly who we are. You know, we're held to a really high standard. Con Edison is an incredibly reliable company. The lights stay on by and large, more than they stay on in almost any other place. But I would say any deviation from that gets a lot of attention because of where we are and who we serve. So everyone has an opinion. Even in the building that I moved into when I came here, they somehow found out that I worked for ConEd. Like, 'Well, can you get the inspector here?' And I said, 'Well, no, I can't, because the ethics team reports to me and I don't dabble in those things.' But it is fun that most people say, 'Oh, ConEd, of course they know ConEd.' I think that while they know us, they don't quite know about the clean energy projects we're involved in, how we're helping the state. At one point we have since sold our clean energy businesses, but we were the number two solar producer in the country, right? Very much unknown. And so Con Edison within the New York City area is a very well-known company that I think is a great place to work. So we have a lot of people who come and stay, including within our law department.

You're close. So everyone has a storm duty responsibility. So if there's a storm, you may have to go and guard a wire. So if there's a down wire, we don't want anyone obviously electrocuted. And so my team, including the lawyers, will go out and guard the wire for say 12 hours. We also have people who are working in the spaces where up in Rye Playland we store all of the things we'll need to restore power. Some people might be working up there. Everyone has an assignment. Some people are municipal liaisons. But it is part of the culture of ConEd. Everyone has to pitch in when there is a storm, and no one is exempt.

It was hard. Con Edison, I want to say in total lost 17 employees. 17 of our employees died from COVID. Many of us worked from home, but obviously we all can't work from home. You know, we have a lot of people who are working out in the field in order to keep the lights on, keep the gas flowing. And so it was a very difficult time because we were worried about the health of our team. It was just a stressful time in that, you know, if you watch TV you would see trucks pulling up to hospitals because there were so many people who passed away. I would say it was a very high stress time because everyone was worried about COVID. I mean, I don't think I stepped inside my mother's apartment for a year. You know, I would go up to the Bronx and we would both be masked and we'd walk around outdoors, and that was how I spent time with her. But I would say that my team in particular was pretty well prepared for this because Liz Moore, my predecessor, had put together a Law Department of the Future program that was very focused on technology and flexible work. So fortunately that team had been working flexibly for a few years before COVID hit. But I would say for the rest of the company, just like all the other companies, March 13th hit and all of a sudden we were told you're not going to come back in. You can come by the Learning Center and pick up a screen if you need one, but that happened and we were home for over two years. We started to go back in July of '22. So it was a challenging time to support the people who needed to be out and keep the lights on. But I would say the company as a whole has come through understanding how to work in a flexible way, which is great. We're now a hybrid, we're focused on purposeful engagement. But I would say it was a very difficult time for us and for many.

I mean, yes, you want people to like you, but I would say start by understanding their business. And if it's a CFO, obviously I think you should always understand the financials of whatever company you work for, whether it's private or public. You should understand how your company makes money. You should understand the type of work that each of your executives are working on. You should get to know them on a personal level. So you know, what do you do in your spare time? Do you have children? What are your children doing? Kind of the basic get-to-know-you-as-a-person questions. I say treating people with respect and being open-minded, open to learning, open to understanding things that might be different than what your assumptions are, help to build the relationship. And understand that relationship building is not something that's done overnight. And it is important. Yes, you want people to like you, but that's not enough. You want people to want to work with you, to value your input, to see you as someone who helps them get things done or provides them with resources, serves as a sounding board, and cares about them professionally and personally. So a lot of things. But I would say for young lawyers, focus on those interpersonal skills, on your communication skills. Get the business acumen. Understand how the business runs. Read the strategic report or plan. If it's a public company, read the 10-Ks and the Qs. Truly think about how you'd want to operate if you were two levels up. What would you need to know? And when I come back to the what and the how, the higher up you go within a company, the more important the how is. You need to be proficient at the what, you need to be able to issue spot, but you likely have a lot of people who will help you do the what. But the how is how you build relationships and how you can truly get things done. So that has to be an area of focus.

And to be, I also use that as a technique in meetings, of course. So instead of knocking down someone's idea, you ask about it. So tell me about that. Why we do that? Are we getting the outcome that we had hoped? Have we considered other alternatives? Are you aware of blah blah blah? There's kind of, I don't have like a list of questions, but I find that the process of asking questions often leads to good discussions and your peers don't feel like they're being attacked. Most people can tolerate questions as opposed to being told that's a really dumb idea. Right, right. Even if I think it's a really dumb idea, I would not call someone out like that because again, I'm trying to have a relationship with them. If I thought something was really bad, I'd have a one-on-one and say I think this is not really workable, but let's talk about some alternatives we can use. But the questioning attitude, curiosity, I think is a very good thing for a general counsel to have.

So one of them is something I'm sure you've heard. I'd say the role of AI and technology. You know, you often read that people who don't use AI will be overtaken by people who do. And I think that it is an enabler. It will help you to work differently, more efficiently. But it is important to understand how technology can be used, to kick the tires on whatever technology your business people are using, and to be as conversant in it as they are, and to look for ways that you can leverage it. The other piece I would say, and it goes back to what we were talking about, is think about how do you become a leader, not just a great lawyer. Be a great lawyer, be a wonderful lawyer, but how do you develop yourself as a leader? Whether it's courses you take or involvement in a nonprofit at a leadership level, there's a lot of things you can do to gain that leadership. And I think presenting yourself as someone who knows the business, is a great lawyer, and is a demonstrated leader who cares about others, puts you in a good place to advance and have opportunities presented to you.

I would say identifying and developing a great team. Like I feel that when I left USAA in particular, I left a great team in place. You know, one of the things you always want to do is bring in great people but also leave wherever you came to hopefully better than before you arrived, leave it with a good culture. So I can't say I was involved in a lot of things. I'd say I'm very much kind of the support person, so I can't say I did this and that. Maybe I just don't have that list of all these things I'm incredibly proud of. I am proud of the businesses that I have supported and how well they have done. I'm proud of the teams that I have helped to assemble. And I have people who used to work for me that are now GCs, right? They're doing incredibly well. So proud of my small part in that. And I'd say proud of the relationships that I've built. And sometimes you don't realize it in the moment until you kind of move on to the next place and realize, 'Wow, I had a lot of friends back there,' or 'I had a lot of colleagues who I really want to keep up with.' So just happy with the impact I was able to have on my various teams.

So in the same year, in April I flew to Amsterdam for the 25th anniversary of the ING Direct franchise. And so we had a celebration. I can't remember the name, but it was a beach town outside of Amsterdam. And the various ING Direct units came together and celebrated 25 years. So that was in April. In June, and this is 2022, I flew back to San Antonio for the 100th anniversary of USAA, which was founded by 25 military officers in 1922. And the main event was at the hotel where it was founded. So it was great. But you're right, I still feel tied to the missions of those two companies. So ING Direct was leading Americans back to savings, and that was for ING Direct USA. And USAA was facilitating the financial security of the military. And I was honored to serve on both teams and happy to go back and celebrate.

Sure. So I serve on the board of Leadership Council on Legal Diversity. I have been a very active supporter of MCCA, Minority Corporate Counsel Association, and have spoken on their panels quite a few times. But I work really hard to provide broad opportunities to people of different backgrounds. So from diverse candidate slates to interview panels, understanding and measuring the extent to which we give development opportunities, making sure we're not just giving them to the same people, trying to actively develop our diverse talent. And I see the results of that as our leaders move up, as we bring in great talent. So by and large, most places that I have worked end up with a more diverse leadership team. And I would say we are always looking for the best talent but with a broad lens, and that has been very successful. And we have a great team.

Oh, I do, I do. I mean, I would say I certainly want to continue to grow. ConEd, you know, I am not a utility expert. I'm probably like a really good board member who understands the strategy and how we operate, but Con Edison is really an engineers' company. And so I'm not going to be an engineer, but I would say understanding more of the operational drivers to enable me to provide better advice, better participate at the senior leadership table, that's always a growth opportunity. But I look at my life in buckets. So obviously I have the work I do for ConEd, I sit on a few nonprofit boards, I sit on a for-profit board, I spend a fair amount of time on cultural issues. I would say my own personal philanthropy also is important to me. So doing all of that, and then probably factoring in some learning opportunities, just to maybe take a class or two just for fun because I like it. That's something that I am looking at. And I'm actually thinking about taking viola lessons again. So I played in middle school and high school, and I've actually bought a music theory book, so I'm going back to remember the notes again. And I've reached out to a few places about lessons. I need to actually buy one, but I will buy a viola, take lessons, and just work on having a good life. And as you know, I also have my puppies.

How are the puppies? Puppies are good. We are sitting in the room with one of them right now. Or two. I have two. Zola is eight and Ziggy is three going on four. Yeah, I was going for five days. I was going for five days. As you know, when I miss both my dogs a significant amount, so if I'm gone more than a week, I'm not comfortable. So I like the vacations where I can drive and take them. If not, then a week to 10 days is usually about enough for me. And if they're at the kennel, I get pictures every two or three days, and that perfect ties me.

Thank you so much, Mike. Thank you for having me.