Brandon Smith originally envisioned himself following in his father’s footsteps – and initially planned a career in business, having spent many of his early years watching his Dad grow companies and build high-performance teams. He excelled academically, and chose to attend Hiram College, a private liberal arts school in Ohio, where he majored in Business Management, with a focus on finance and accounting. Smith also took the not-so-subtle cues from his father to work hard and contribute towards the communities that you live in. During those high school and college years, he took on several jobs—working as a snowplow truck driver, pulling his weight as a farm hand, and even working as a firefighter and emergency medical technician for the city of Hiram, where you would often find him responding to house fires or medical emergencies.
After also working in a few short internships that ranged from a NASA lab in Ohio to civil and environmental engineering firms, Smith took on a role with National City Corporation—working in finance and accounting. There, he worked closely with the bank’s general counsel for its new insurance division. “I really liked the way he operated—mixing law and business to solve problems for the organization – and ultimately contribute towards profitable growth,” Smith says. “That experience opened my eyes to the legal profession as an interesting career path.”
After speaking with a number of people in the field, he decided to set his sights on attending law school. He ultimately landed at Cornell because it provided an excellent educational foundation. It also offered the added benefit of being close to his grandfather, who lived on a farm near campus, where you could often find the two of them working on vintage McCormick Deering Tractors or a 1968 Mustang that Smith is now restoring with his children.
While attending Cornell Law School, Smith headed back home to Ohio, and worked as a summer associate for Jones Day in Cleveland. While there, he was part of a team handling The J.M. Smuckers Co.’s acquisition of International Multifoods Corp. The deal closed in Chicago, and Smith traveled to the Windy City to work on the transaction. On his first visit, he immediately realized how much he loved it. “Walking to work up Michigan Avenue on a summer day can be quite a compelling proposition,” Smith recalled.
He soon landed a position as an associate in Kirkland & Ellis’s Chicago office. The move set him on the path to one day head the legal department of Tenneco, a leading supplier to the transportation industry and a Fortune 500 company based in a Chicago suburb.
What type of work were you handling at Kirkland?
I worked on a wide variety of corporate matters—both public and private company engagements. I joined in 2005, and was very fortunate to be there when the market was conducive to a significant amount of deal activity. The number of deals running through the firm at the time was phenomenal.
Kirkland was the type of organization that would give you as much responsibility as you could excel with. For example, myself, as a first year, along with a second year associate, effectively ran an entire 363 bankruptcy sale. That was one of the best learning experiences that I had at the firm—as it taught me how to quickly recognize what you do not know—and then obtain the right resources to competently and efficiently complete the objective.
Kirkland did an excellent job allowing me to collect a broad-based set of experiences very quickly and perhaps much sooner than I would have at another organization. As a second year, I was able to staff deals and had attorneys reporting to me. Also, I was fortunate to have had a lot of client exposure – which helped me better understand how businesses best consume legal advice. Quite simply, Kirkland was an excellent place to grow up as a lawyer, as it allowed me to do many things at a much younger age than I might otherwise have been able to.
How did the Tenneco opportunity arise?
When I was at Kirkland, I participated in a lot of international work, and had a strong interest in Asia. I was on the firm’s web page as part of the Asia-Pacific practice group – and I speak some Japanese (though, much more competently at that time!). In this respect, recruiters were calling me about going to Asia, as many firms were looking to open or expand their offices in the region. I told them I love doing the work but it wasn’t the right time to move, because my fiancé (now wife) was in medical school.
However, I did tell the recruiters, “If you ever have an opportunity with a company that 1) has a high growth potential, 2) embraces attorneys working in the business and 3) is led by a top-flight management team, please call me back.” And the recruiters often said, “You’re too junior in your career; it’s not going to happen for quite a while.” But I was in no rush. I was getting the right signals from the partners at Kirkland and loved it there.
About three months later, a recruiter called me back and said, “I not only have one opportunity, I have two opportunities.” So I went and did the interviews. Fortunately, it was an easy choice between the two. Tenneco clearly had so much potential for growth.
I accepted the job in February 2008 when the economy still looked good, but I didn’t start until July because I wanted to finish up a few large transactions for my clients at Kirkland.
I joined Tenneco in July 2008, and we all know what happened in September.
I was concerned I had just made a mistake—joining an industrial company at the start of what turned out to be a significant recession. But, like in many crises, it turned out to be the beginning of a series of opportunities.
There were not many people in the company that had experience with bankruptcies. So, the GC asked me to develop a plan to help navigate the company through any fiscal challenges that our customers and suppliers may face. That led to a situation where, within four months of joining, I was in meetings with our CEO and CFO—which allowed me to build long-term relationships with them at a very early point in my career.
You’ve gone from “corporate counsel” to “SVP and GC” since joining Tenneco in 2008. Can you talk about that climb up the ladder?
As is often said, “Luck is actually the intersection where opportunity meets preparation.” I received some excellent advice when I was younger: “When times are challenging, lean in – especially when others are stepping back. Working hard and finding ways to help others succeed is not only the right thing to do, but it will often create opportunities in the future that you may not have even known to exist.”
When I started as corporate counsel, I tried to hold true to this great advice. The hours were much longer than might have otherwise been required, but I really thrived off of establishing a reputation as someone that could be counted on to deliver exceptional outcomes for our team.
In perfectly unpredictable fashion, such an opportunity then arose. When Jim Harrington, who was previously the deputy GC at Tenneco, was asked to be the general counsel, he told me he wanted me to be his right hand person and build the department together. It was the continuance of a great relationship, as he had always been someone who did an excellent job in finding new ways to support those around him.
Over the years, I was fortunate to hold additional leadership roles, which allowed me to take on responsibilities for many aspects of the Law Department and build relationships with our leadership team and the Board. Then in 2017, Jim announced that he was leaving Tenneco for his next challenge—to be GC of Delphi Technologies in London. Shortly thereafter, the CEO and I worked on a transition plan and the Board named me the general counsel of Tenneco. I credit much of that decision to the leadership opportunities that Jim provided during our time working together. He created a great developmental model that I continue to employ with our team today.
How would you say your law firm experience benefitted your in-house roles?
The law firm experience is invaluable because you are exposed to things you most likely wouldn’t otherwise see in-house. Kirkland taught me organizational skills, as well as how to absorb a lot of information in a short period of time and then communicate it out to clients in a way that’s understandable and, most importantly, actionable. In my opinion, that is what separates great external counsel from others, and we look for those skill sets in all of our external partners today.
Similarly, when we hire here, we look for people who had experience working at a large law firm in a role where they were handling a variety of corporate engagements. In my opinion, this is one of the best predictors that they will be successful in complex areas—even if they do not have direct experience in the subject matter. It is also essential that they have a passion for our business, with a strong interest in being a part of the business team. All in all, we want team members that come to work every day as a business person who happens to be a lawyer, not a lawyer who happens to be working in a business.
What have been some of your biggest challenges in your role as GC?
Optimization of time management. You have to try to figure out the best place to spend your resources—time being the rarest and most valuable commodity. It is critical to set priorities early, but also remain flexible enough to rebalance, and make sure you’re always spending time on what the business actually needs. Markets are always changing and your business will need to adapt. If you don’t, your competition surely will.
On top of that, you can’t sacrifice what is of paramount importance to an organization’s success, which is to spend enough time being a thoughtful manager. At the end of the day, your team is the key to your company’s success. No leader will be successful if they do not have a strong and engaged team working right alongside of them.
What do you love most about being an in-house lawyer?
I love being able to help people solve problems. That’s why I come to work every morning with a smile on my face. I know there will be no shortage of challenges that we will take on together and there’s nothing more satisfying than helping a business partner come up with a solution that wasn’t apparent at the outset, but will ultimately drive shareholder value and help us grow our business.
It’s also incredibly motivating to help others in our group accomplish their career goals. Building effective teams is about creating an environment where each team member has the opportunity to optimize their personal working style and unlock their true potential. Tenneco has a merit-based culture. It’s in our DNA, and that has served as an excellent platform to create opportunities for each of our team members as they grow and develop their careers as the future leaders of our organization.
Have you had mentors throughout your legal career? If so, who are they and how have they helped you?
I’ve been fortunate to have had a number of mentors.
I’ve always looked up to Scott Falk (who sadly passed away recently) and Jeremy Liss at Kirkland & Ellis because of how well they established rewarding careers that were focused on more things than their own personal success. They offered me great advice not only about building a career in the legal profession, but also about life. These are people who spend so much of their time working on things that can be incredibly demanding overall, but yet they have always been there for their families and made significant contributions to their communities.
At Tenneco, Gregg Sherrill, our chairman, is incredibly committed not only to our company and his family, but also our country. He has invested countless hours in making sure the US makes good policy decisions that will benefit our communities for decades to come. I’ve been honored to work with Gregg for over 10 years and his accomplishments have always been quite inspiring.
More recently, over the last few years, I have had the opportunity to work with our Co-CEO’s, Brian Kesseler and Roger Wood, who have each brought unique perspectives about running a business to Tenneco. Brian’s operational focus brings performance improvement to a whole new level and Roger’s approach to building customer relationships is remarkable in its own right. I will also be forever grateful to have had the opportunity to be a part of their teams—and a beneficiary of the team development initiatives that they each have employed.
Please tell me a little about your personal life: family, hobbies?
I have a son who is five and daughter who is three. They are my balance and a great source of motivation to think about ways to make our communities better for them and other youngsters as they are growing up. Having young kids at home is certainly a good way to help you remember what is really important in life.
My wife is a family practice physician. She is also someone who is a great source of balance, as having a full-time doctor in the house can also be a great inspirational source for personal development in the field of health related topics!
Kidding aside, fitness to me is incredibly important. I am usually up by 5 a.m. and workout seven days a week. It is a great time—when there aren’t phone calls or emails coming in—to think with a clear head. It’s also good family time, as the rest of the day may otherwise be compressed. My kids love to challenge me to a “push-up” competition, and I can already foresee a day when they will both be smitten by their first victory.
You serve on the Board of Directors for The 100 Club. What attracted you to service for this particular non-profit?
First, I have to tip my hat to Mike Evers because he introduced me to the 100 Club. I was having lunch with Mike, and I told him I was eager to find a way to give more back to our communities. I also wanted to find an organization that I am passionate about. And he asked me, “well, what are you passionate about?”
I used to be a firefighter and an EMT. I really love that community, and if I had the time, I would still do that on a volunteer basis.
Then Mike suggested the 100 Club—an organization that provides for the families of police, fire and first responders who have lost their lives in the line of duty. As soon as I heard about its mission, I sent an email to Joe Ahern, the CEO of the 100 Club. I asked if he would be interested in having lunch. Joe and I hit it off, and the rest is history. He is a phenomenal leader for the 100 Club and the families that we support.
What advice would you give a young lawyer who wants to be a GC in a large company someday?
Make sure you follow your interests. You will unlock your true potential if you are passionate about the organization you are working for. Find an organization that you know is ethical and has a good business plan—and is led by a management team that you will enjoy working with. If you have those criteria all met, you will do phenomenal things. Be sure to think of your first move as an investment. Don’t focus solely on compensation. The money will come. It’s about opportunity. Even if you come in at a junior role, people will recognize the value you bring and the opportunities will come. Lean in.