Corporate Counsel, Executive Compensation & Corporate Governance

Overview

An established diagnostics company is seeking an experienced attorney to join their Legal Department as Corporate Counsel, Executive Compensation & Corporate Governance. This role involves advising on employee benefits, executive and director compensation, ERISA compliance, and related governance, tax, disclosure, and regulatory matters. The attorney will work closely with Human Resources, Finance, and senior leadership.

Responsibilities

Executive & Director Compensation / Employee Benefits

• Advise on design, implementation, administration, and governance of employee compensation, health and welfare, and retirement benefit plans, including equity incentive plans, ESPPs, and deferred compensation arrangements.
• Provide legal support on executive and director compensation programs, including severance, change-in-control, and employment arrangements.
• Advise on 401(k) and welfare plan governance, fiduciary oversight, and ERISA compliance.
• Ensure compliance with ERISA, Internal Revenue Code, ACA, HIPAA, COBRA, and other applicable laws and regulations.
• Monitor and interpret legislative and regulatory developments affecting compensation and benefits programs.
• Support mergers and acquisitions activities in collaboration with Human Resources.

Public Company / Governance / Securities

• Provide legal advice on compensation-related disclosure and corporate governance matters, including the Annual Proxy Statement and annual shareholder meeting.
• Support Section 16 compliance, including preparation and filing of Forms 3, 4, and 5.
• Advise on insider trading compliance and administration of Rule 10b5-1 trading plans.
• Assist with Nasdaq listing standards and corporate governance requirements.
• Advise on executive and equity compensation aspects of M&A activity.
• Supervise a paralegal supporting subsidiary management.

Cross-Functional Partnership

• Collaborate closely with Finance, Human Resources (including Total Rewards and Global Equity Plan Services), payroll, tax, treasury, and accounting on global equity incentive plans, executive compensation, and employee benefits matters.
• Keep key internal stakeholders informed of relevant legal, regulatory, and governance developments.

Requirements

• Juris Doctor degree and in good standing to practice law in the applicable state.
• Approximately 8 years of relevant experience, including advising public companies on corporate, securities, executive compensation, and/or global equity incentive compensation matters.
• Experience at a top-tier law firm is preferred.
• Strong legal and business judgment with the ability to handle sensitive and confidential matters professionally.
• Excellent communication and interpersonal skills with a collaborative, service-oriented approach.
• Highly organized and detail-oriented with the ability to manage multiple priorities in a fast-paced environment.
• Proactive problem-solver balancing legal risk with practical business considerations.
• Intellectual curiosity and flexibility with a desire to continuously learn and grow.
• Strong project management skills and reputation for responsiveness and follow-through.
• Ability to work effectively in a remote environment and collaborate across multiple time zones.

Compensation & Benefits

• Salary ranges based on location:
  • San Diego office: $210,000 - $225,000
  • South San Francisco office: $220,000 - $250,000
  • Remote (US): $200,000 - $220,000
• Final salary dependent on experience, skillset, geographic location, industry, education, and other factors.
• Eligible for additional discretionary bonuses/incentives and restricted stock units.
• Competitive compensation and benefits package.

Location

• Positions available in San Diego, South San Francisco, or remote within the United States.

Equal Opportunity

The employer is an Equal Opportunity Employer and considers all qualified applicants without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability status. The organization participates in E-Verify in the United States.