Associate General Counsel (Securities, Reporting & Governance) & Assistant Corporate Secretary

Overview

This role supports a high-paced legal team as counsel responsible for public company securities reporting, disclosure, and corporate governance processes. The position also includes corporate secretary–related board and shareholder governance workstreams.

The office locations are Charleston, WV or Oklahoma City, OK; remote work may be available for the right individual.

Responsibilities

Securities & Reporting

• Lead and coordinate SEC reporting and disclosure processes, including Forms 10-K, 10-Q, and 8-K, proxy statements, Section 16 filings, registration statements, and other applicable securities filings.
• Advise on U.S. securities laws and NYSE requirements, and coordinate compliance with applicable U.K. regulatory obligations with outside U.K. counsel, including U.K. FCA reporting and disclosure requirements related to the company’s LSE listing.
• Monitor developments in U.S. and U.K. securities laws, SEC and FCA reporting and disclosure rules, NYSE and LSE requirements, corporate governance standards, and regulatory guidance; proactively assess implications and recommend appropriate actions.
• Partner with Finance, Accounting, Investor Relations, executives, and outside counsel to review earnings releases, investor presentations, press releases, shareholder communications, and other public disclosures.
• Advise on disclosure controls and procedures, Disclosure Committee processes, materiality assessments, Regulation FD, and timely escalation of potential disclosure matters.
• Support registered and unregistered debt and equity offerings, financing transactions, share repurchases, acquisitions, and other strategic transactions, including related securities disclosures, offering documents, and closing materials.
• Oversee securities-related compliance, including insider trading policies, trading windows and preclearance, Rule 10b5-1 plans, Section 16, and beneficial ownership reporting.

Governance

• Manage Board and committee governance processes, including agendas, meeting materials, minutes, resolutions, consents, and governance calendars.
• Advise on Delaware corporate law, fiduciary duties, corporate authority and delegated authorities, governance policies, Board and committee charters, and other corporate governance matters.
• Coordinate the annual shareholder meeting and proxy processes; support shareholder proposals, proxy advisory firm matters, and governance-related investor and shareholder inquiries.
• Advise on executive compensation and equity incentive programs, including executive and director compensation arrangements, equity awards, incentive plans, Compensation Committee processes, compensation-related proxy disclosures, and applicable securities-law requirements.
• Manage corporate entity formation, restructuring, dissolution, recordkeeping, and maintenance of the company’s corporate organizational structure.
• Advise on Sarbanes-Oxley requirements and collaborate with Finance, Internal Audit, Compliance, and other functions on governance and securities-related controls and policies.
• Develop, maintain, and advise on corporate governance-related policies within the role’s assigned scope, including the Code of Conduct, securities dealing and insider trading policies, whistleblower policies, and other applicable policies, in coordination with Compliance and other responsible functions.
• Develop and deliver compliance and corporate governance training for directors, officers, and employees, including training on securities trading restrictions, disclosure obligations, and related company policies.
• Manage outside securities and corporate governance counsel efficiently, engaging external resources appropriately and maintaining cost-effective delivery of legal services.

Requirements

• J.D. from an accredited law school.
• Admission in good standing to the bar of at least one U.S. jurisdiction.
• 6 or more years of substantive experience in securities law, public company reporting, and corporate governance, preferably gained at a leading law firm and/or a U.S. publicly traded company, including demonstrated responsibility for SEC reporting and Board governance matters.
• Strong knowledge of U.S. securities laws, SEC reporting, NYSE corporate governance requirements, and Delaware corporate law.
• Demonstrated ability to exercise sound legal and business judgment, identify and communicate material risks, and offer practical, commercially reasonable solutions.
• Excellent interpersonal, communication, and relationship-management skills; collaborative, low-ego approach with senior executives, directors, colleagues, and outside advisers.
• Ability to challenge constructively, communicate recommendations candidly, recognize appropriate decision-making authority, and effectively implement lawful decisions once made.
• Flexible, adaptable, and highly organized; able to prioritize competing demands, independently drive projects to completion, and deliver high-quality work under tight deadlines.
• Highest standards of integrity, confidentiality, and professionalism; ability to simplify complex legal matters and communicate clearly and concisely.

Preferred Qualifications

• Experience advising on public company executive compensation, equity incentive programs, Section 16 compliance, and related disclosure requirements.
• Experience with dual-listed companies or U.K. listing obligations (not required).

Compensation & Benefits

• Compensation and benefits information was not provided in the source materials.

Location

• Charleston, WV or Oklahoma City, OK
• Remote position available for the right individual

Physical Requirements and Working Conditions

• Prolonged periods working at a desk in front of a computer.
• Must be able to lift up to 15 pounds at a time.