Overview
This role is part of a global Legal, Risk & Compliance team focused on delivering timely, practical, and actionable legal guidance to support business objectives while protecting the organization’s reputation, people, and assets.
Location: Reston, VA area (preferred) or Remote
The organization is seeking an experienced attorney with 7–15 years of proven governance and public company executive compensation legal experience (ideally including benefits legal experience). This position partners with executive and HR leadership to support initiatives primarily involving compensation committee and board governance and disclosure matters, executive compensation, and incentive compensation plans.
The business supports approximately $1.8 billion in revenue and 3,500 employees worldwide. This role reports directly to the Deputy General Counsel and is a core member of the corporate legal team.
Responsibilities
Executive Compensation & Disclosure (80%)
- Advise on all aspects of executive compensation, including corporate, securities, disclosure, tax, and governance issues
- Support equity, incentive compensation, and commission plan design, interpretation, and tax and regulatory compliance
- Help prepare, implement, and refine best-in-class practices, policies, guidelines, tools, programs, and forms aligned with employee engagement strategy, values, and business goals
- Advise on federal and state securities law, including insider transaction reporting, proxy filing, and Form 8-Ks
- Advise on Dodd-Frank, Sarbanes–Oxley, tax code matters (including 409A), and NYSE requirements
- Support statutory and voluntary sustainability and corporate responsibility disclosures and reporting
- Advise on 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 developments
- Support Compensation Committee agendas, resolutions, materials, and minutes
- Advise on board of director independence, related-party transaction rules, director and officer questionnaires, and the annual board survey
- Support the annual shareholder meeting, including the meeting script, logistics, and coordination with the inspector of elections and transfer agent
Requirements
- J.D. from an ABA-accredited law school with exceptional academic credentials
- At least 7 years of relevant experience gained at a recognized national law firm and/or in-house at a publicly traded company in roles of increasing responsibility
- Active member in good standing of at least one State bar
- Deep expertise in the design, structuring, and implementation of cash- and equity-based compensation programs, including executive and broad-based incentive plans, as related to 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
- 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 to problem-solving; ability to counsel internal clients with clear, concise, and commercial advice and creative solutions within established timelines
- Impeccable ethical standards and discretion handling sensitive, confidential personnel and compensation information
Preferred Qualifications
- Excellent communication and interpersonal skills
- Experience advising on the design, implementation, and administration of retirement, health, and welfare benefit plans, including 401(k)s, medical, dental, vision, life, disability, EAP, wellness, cafeteria plans, and FSAs/HSAs/HRAs
- 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
- Competitive compensation based on local market conditions and individual contributions
- In addition to base salary, eligibility for incentive compensation, long-term incentives, and a comprehensive benefits package (where applicable)
- Anticipated annual base salary range: $220,000 to $280,000
- Actual compensation within this range will be determined based on factors including geographic location, relevant experience, skills, qualifications, and internal equity considerations
Work Authorization
This position is open to applicants who are currently authorized to work in the United States and will not require employer sponsorship now or in the future.
Equal Opportunity Employer
The organization is an Equal Opportunity Employer. Reasonable accommodations are provided throughout the hiring process and employment for qualified individuals with disabilities.
Recruitment Fraud Alert
The organization will never ask candidates to pay money at any stage of the hiring process, including for applications, interviews, background checks, training, or equipment. If suspicious communication requests payment or personal financial information, exercise caution and report it immediately.