Vice President, Corporate Governance & Securities

The Role

Serve as a senior legal advisor reporting to the Senior Vice President of Corporate Governance, Securities, Transactions and Litigation, providing strategic counsel on corporate governance, securities law, executive compensation and public company reporting matters. Advise senior leadership and Board Committees on SEC filings, proxy statements, insider trading compliance, executive pay programs and related governance matters. Partner cross-functionally within the legal department and across finance, human resources, investor relations and business teams to support mergers, acquisitions, capital markets transactions and public disclosure obligations. Drive high standards of compliance, risk management and governance across the organization.

The Main Responsibilities

• Lead SEC reporting and public company disclosure processes, including Forms 10-K, 10-Q, 8-K, proxy statements, Section 16 filings, annual reports, earnings releases and investor communications.
• Serve as principal securities counsel to senior leadership, advising on Regulation S-K, Regulation FD, non-GAAP measures, disclosure controls, risk factor and litigation disclosures and federal securities requirements.
• Manage the insider trading compliance program for the Company, advising executive leadership and the Board on trading windows and Rule 10b5-1 plans, ensuring accurate and timely Section 16 reporting and overseeing enterprise-wide pre-clearance of securities transactions.
• Provide strategic counsel on executive compensation programs, including equity and cash incentive plans, equity administration and compliance with SEC, exchange listing and proxy disclosure requirements.
• Advise and support the Audit, Compensation and Disclosure Committees on SEC reporting and disclosure matters, oversight of internal controls and financial reporting, executive and equity compensation programs and related proxy, governance and regulatory requirements.
• Provide legal support on mergers and acquisitions and capital markets transactions, partnering cross-functionally within the legal department and with finance, tax, investor relations and external advisors to drive transactional execution.
• At all times, keep abreast of relevant legal developments and current developments within the business and in the legal and regulatory environment, in order to provide the highest quality of legal and commercial support to the business.

What We Look For in a Candidate

• Significant public company experience and in-depth knowledge of public company financial reporting rules and regulations.
• Prior practice and experience preparing securities filings, advising on corporate governance matters and overseeing compliance with SEC rules, stock exchange requirements and Section 16 matters.
• Mergers and acquisitions and capital markets transactions experience a plus.
• The ability to persevere in the face of challenges, and exhibit a steadfast resolve and relentless commitment to higher standards.
• A leader who is self-reflective and aware of his/her own limitations; leads by example and drives the Company’s performance with an attitude of continuous improvement by being open to feedback and self-improvement.
• Naturally connects and builds strong relationships with others, demonstrating strong emotional intelligence and an ability to communicate clearly.
• An entrepreneurial and creative approach to developing new, innovative ideas that will stretch the Company.
• Comfort with ambiguity and uncertainty; the ability to adapt nimbly and lead others through complex situations.
• A leader who is viewed by others as having a high degree of integrity and forethought in his/her approach to making decisions.
• Strong business judgment with ability to make decisions and provide advice.
• Ability to work collaboratively.

Qualifications

• J.D. from an accredited law school with strong academic credentials.
• Active member in good standing of the bar of a United States state or jurisdiction.
• 9+ years of relevant legal experience, with both law firm and public company experience.
• Industry experience a plus, but not required.

Compensation

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