Overview
The organization is seeking an energetic, business-minded, self-motivated attorney with 8–15 years of proven governance and public company executive compensation legal experience (ideally also with fluency in benefits legal experience) to join its corporate legal team.
In this role, you will partner with executive and HR stakeholders to manage and execute initiatives related to compensation committee and board governance and disclosure matters, executive compensation, incentive compensation plans, and retirement and health and welfare plans, as well as deferred compensation arrangements.
This position supports a business of approximately $1.8 billion in revenue and 3,500 employees worldwide. The role reports directly to the Deputy General Counsel.
Responsibilities
Executive Compensation & Disclosure (65%)
Advise on:
- All aspects of executive compensation, including corporate, securities, disclosure, tax, and governance issues
- Equity, incentive compensation, and commission plan design, interpretation, and tax and regulatory compliance
- Preparation, implementation, and refinement of best-in-class practices, policies, guidelines, tools, programs, and forms aligned with employee engagement strategy, values, and business goals
- Federal and state securities law, including insider transaction reporting, proxy filing, and Form 8-Ks, Dodd-Frank, Sarbanes–Oxley, tax code (including 409A), and NYSE requirements
- Statutory and voluntary sustainability and corporate responsibility disclosures and reporting
- Executive employment, severance, and change-in-control agreements for compensation/benefit-related issues
Governance (20%)
Advise on:
- Governance best practices, ISS/Glass Lewis and Dodd-Frank and best practices developments
- Compensation Committee agendas, resolutions, materials, and minutes
- Board of Director independence, related-party transaction rules, Director and officer questionnaires, and the annual Board survey
- Annual shareholder meeting, including meeting script, logistics, and coordination with the inspector of elections and transfer agent
Benefits (15%)
Advise on:
- Design, implementation, and administration of retirement and health and welfare benefit plans, including 401(k)s, medical, dental, vision, life, disability, EAP, wellness, cafeteria plans, and FSAs/HSAs/HRAs
- Compliance with federal and state benefits laws, including ERISA, the Affordable Care Act (ACA), COBRA, HIPAA, and the Mental Health Parity and Addiction Equity Act (MHPAEA)
- Plan fiduciary, governance, and investment committee matters, plan audits, Form 5500 filings, and voluntary correction programs (IRS EPCRS / DOL VFCP)
Requirements
- J.D. from an ABA-accredited law school with exceptional academic credentials and at least 8–15 years of relevant experience gained at a recognized national law firm and in-house at a publicly-traded company in roles of increasing responsibility
- Active member in good standing of at least one State bar
- Demonstrated experience advising on the design, structuring, and implementation of cash- and equity-based compensation programs, including executive and broad-based incentive plans, with supporting compensation governance
- Experience advising on and drafting equity award agreements, incentive plans and guidelines, executive employment, change-in-control, severance, and retention agreements, and nonqualified deferred compensation arrangements
- Strong working knowledge of rules and regulations impacting compensation programs, including executive compensation tax rules such as Internal Revenue Code Section 409A
- Experience advising on securities law and disclosure requirements, registration rules, NYSE Listing Standards, and proxy advisor policies applicable to executive compensation programs
- Highly analytical with exceptional business and legal issue identification and problem-solving skills
- Practical, business-oriented approach; ability to provide clear, concise, commercial advice and creative solutions on established timelines
- Ability to operate autonomously while collaborating effectively with Legal and internal clients
- Impeccable ethical standards and discretion handling sensitive, confidential personnel and compensation information
Preferred Qualifications
- Successful track record of in-house or similar advisory experience
- Excellent communication and interpersonal skills
- Experience advising on the design, implementation, and administration of retirement and health and welfare benefit plans, including 401(k)s, medical, dental, vision, life, disability, EAP, wellness, cafeteria plans, and FSAs/HSAs/HRAs
- Experience advising on compliance with ERISA, the Affordable Care Act (ACA), COBRA, HIPAA, and related federal and state laws affecting group health plans
- Experience with the Diligent platform or similar electronic distribution portal for Board materials and Workiva for SEC filings
- Experience supporting compensation-related matters in connection with mergers and acquisitions, including due diligence and integration support
Compensation & Benefits
- Anticipated annual base salary range: $220,000 – $280,000
- Actual compensation within this range will be determined based on factors including geographic location, relevant experience, skills, qualifications, and internal equity considerations
- Comprehensive health and wellness benefits for employees and eligible dependents
- Retirement savings programs, including company matching contributions where available
Location
Reston, VA, DC (or remote)