Lead Counsel, Securities & Corporate Governance

Overview

The organization is seeking an experienced, highly organized Lead Counsel, Securities & Corporate Governance to join the Legal Department’s Corporate Governance & Strategic Transactions (CG&ST) function.

This role reports to the Managing Principal Counsel, CG&ST, and provides strategic, practical legal counsel on securities law, corporate governance, SEC reporting, Board and committee matters, shareholder engagement, and public company compliance. The successful candidate will help design and implement scalable governance, disclosure, reporting, and compliance processes as the business prepares to operate as an independent public company.

Responsibilities

• Partner with the Assistant Corporate Secretary to build and continuously improve the governance function, including Board processes, governance policies, governance technology, disclosure controls, and public-company readiness initiatives.
• Assist in the operations of the corporate secretarial function, on an as-needed basis.
• Develop and execute the shareholder engagement strategy, including responding to shareholder inquiries, coordinating governance roadshows, and partnering with Investor Relations, Communications, Executive Compensation, Sustainability, and senior leadership.
• Serve as a key point of contact with proxy advisory firms, including ISS and Glass Lewis.
• Respond to shareholder inquiries and conduct proactive outreach to key shareholders; organize and engage in biannual governance roadshows in coordination with relevant internal stakeholders.
• Engage with ISS or Glass Lewis as appropriate.
• Develop and execute proxy statement disclosure strategy, coordinating cross-functional stakeholders to prepare, draft, and review governance disclosures; manage shareholder proposals; oversee responses and “no-action” requests.
• Build processes to monitor, assess, and implement developments relevant to corporate governance, proxy statements, and shareholder engagement, including best practices and trend developments.
• Serve as a trusted advisor on securities law, corporate governance, and public company matters.
• Design, develop, and deliver training programs and practical guidance for business, finance, legal, and executive stakeholders on securities law, corporate governance, and public company compliance obligations.
• Build and enhance scalable disclosure and reporting processes and serve as the legal lead for SEC reporting, including Forms 10-K, 10-Q, and 8-K, in close partnership with Corporate Financial Reporting and other stakeholders.
• Support the design, implementation, and continuous improvement of disclosure controls, public company compliance programs, and applicable listing compliance processes; collaborate in the preparation and review of SEC filings and other regulatory disclosures.
• Collaborate with Finance, Accounting, Investor Relations, and Communications on external communications, such as earnings releases and press releases.
• Build and oversee insider trading compliance processes, including trading clearance procedures, Rule 10b5-1 trading plans, equity transaction reviews, and share repurchase activities.
• Build processes to monitor, assess, and implement applicable developments in SEC rules, legal policies, and compliance relevant to corporate governance and reporting; support internal education, policy development, implementation, and compliance.

Requirements

• Juris doctor degree or equivalent.
• 7+ years relevant experience practicing as an attorney in public company governance and securities laws.
• Admitted to practice before a state bar, with active license in good standing.

Preferred Qualifications

• Knowledge of SEC and stock exchange rules and related considerations, particularly as they apply to board composition, director independence, conflicts, related person transactions, and proxy statement disclosures.
• Experience building or enhancing governance, disclosure, and compliance processes.
• Proficiency in communicating with and providing clear, practical counsel to executives, directors, shareholders, business teams, and other stakeholders.
• Ability to work independently and collaboratively, with a record of developing strong working relationships in a matrixed enterprise environment.

Compensation & Benefits

• Base pay range: $156,800 - $261,300
• Competitive compensation package as part of Total Rewards, determined by performance, experience and skills, equity, regular job market evaluations, and geographical markets.
• In addition to base pay, other compensation such as an annual bonus or long-term incentive opportunities may be offered.

Location

Richmond, VA, USA - 9954 Mayland Drive (hybrid preferred; remote also available)