Counsel/Senior Counsel

Overview

An experienced corporate and securities lawyer is sought to join a Corporate Governance team. This role acts as a key legal advisor on corporate governance matters, including Board of Directors and committee issues, as well as securities law compliance. A particular focus is supporting the Board Nominating and Governance Committee.

The position requires strong technical expertise combined with disciplined execution and hands-on responsibility for Board and committee processes such as materials preparation, minutes, and follow-up. It involves close collaboration with cross-functional stakeholders and regular interaction with senior leadership and Board members.

This role suits a flexible, business-oriented advisor who exercises sound judgment, simplifies complex legal issues into practical guidance, and works effectively in a dynamic, high-impact environment. The role may evolve to include rotation across other securities law and corporate governance responsibilities based on business needs.

Responsibilities

Board & Corporate Governance

• Advise the Board of Directors, Board committees, and senior management on corporate governance matters, including governance best practices, fiduciary duties, and Delaware corporate law.
• Support the Board Nominating and Governance Committee on matters such as Board composition, director independence, related person transactions, and stockholder proposals.
• Draft and review governance-related disclosures in proxy statements and other public filings.
• Lead and support planning and execution of Board and committee meetings, including preparing materials, drafting minutes and resolutions, coordinating logistics, and follow-up.
• Advise on interlocking directorate matters, including compliance with Section 8 of the Clayton Act, evaluating board overlaps, and coordinating risk mitigation with antitrust counsel.

Annual Meeting, SEC Disclosure & Stockholder Engagement

• Lead drafting, review, and filing of the annual proxy statement.
• Lead and coordinate planning and execution of the annual stockholders meeting.
• Advise on stockholder proposals, including Rule 14a-8 matters, and participate in stockholder engagement initiatives.
• Support preparation and review of SEC reports and public disclosures.
• Provide legal counsel on U.S. securities laws, regulations, and NYSE listing standards.
• Advise on disclosure controls, compliance matters, and executive compensation disclosures as appropriate.
• Monitor SEC rulemaking and emerging regulatory developments and translate implications into actionable guidance.

Governance, Compliance & Cross-Functional Leadership

• Provide legal support for governance and compliance processes, including Section 16 reporting, insider trading compliance, Rule 10b5-1 plans, and director compensation.
• Partner with cross-functional teams such as Finance, Investor Relations, Corporate Affairs, and Human Resources to support public company obligations and strategic initiatives.
• Support corporate policies, compliance initiatives, and enterprise governance programs.
• Contribute to development, enhancement, and scaling of internal governance and disclosure processes.
• Support corporate transactions and other strategic initiatives.
• Coordinate with and manage outside counsel as appropriate.
• Operate independently, manage competing priorities, and proactively drive matters to completion.
• Provide guidance and mentoring to legal analysts, including reviewing work product and coordinating deliverables across governance and securities workstreams.

Required Qualifications

• Juris Doctor (J.D.) degree and active bar membership.
• Minimum of 5+ years of relevant experience in corporate governance and securities law.

Preferred Qualifications

• Experience advising boards of directors and supporting board committees.
• Experience drafting board and committee materials and minutes.
• Experience with SEC reporting, proxy statements, and annual meetings.
• Experience with stockholder proposals and stockholder engagement.
• Strong knowledge of NYSE listing standards and Delaware corporate law.
• Experience at a major law firm and/or in-house at a public company.

Key Attributes for Success

• Exercises sound judgment and provides practical, business-oriented legal advice.
• Communicates complex legal concepts clearly and concisely to diverse stakeholders.
• Demonstrates exceptional attention to detail and commitment to accuracy in drafting, review, and governance processes.
• Applies technology and digital tools, including AI, to improve efficiency, strengthen processes, and support continuous improvement.
• Demonstrates strong organizational, analytical, and project management capabilities.
• Builds effective relationships and collaborates across functions and organizational levels.
• Operates with flexibility, accountability, and a commitment to excellence in a dynamic, high-impact environment involving complex, high-visibility, enterprise-level legal and governance matters.

Relocation and Visa Information

• Relocation may be considered within organizational parameters.
• Expatriate assignments will not be considered.
• The organization is unable to sponsor employment visas or consider individuals on time-limited visa status for this position.