Assistant General Counsel - Chief Governance Officer
About the role
In this role, you will serve as the senior executive responsible for the company’s corporate governance framework, ensuring effective functioning of the Board of Directors and its committees while promoting the highest standards of integrity, transparency, and regulatory compliance. This role is a key advisor to the Board, CEO, CLO and executive leadership on governance strategy, corporate law matters, and stakeholder engagement.
Responsibilities
- Manage all aspects of board operations, corporate recordkeeping, securities compliance, and governance-related disclosure
- Manage the support and preparation of materials for meetings of the Board of Directors and its Committees, including drafting agendas, narratives and proposed resolutions and coordinating with the CEO and senior executives on presentations and related materials
- Oversee the company’s corporate governance framework, policies and best practice benchmarking
- Advises the Board, CEO and senior management on emerging governance trends, regulatory changes, and institutional investor and proxy advisory firm expectations
- Ensure compliance with SEC, Nasdaq and other applicable regulatory filing and disclosure requirements (including without limitation requirements applicable to the company under Irish law)
- Oversee preparation and filing of annual proxy statement, Section 16 filings, and governance-related disclosure in 10-K and 10-Q reports
- Provide governance input into annual reports and stakeholder communications
- Manage annual meeting of shareholders, including shareholder proposals and voting processes and support shareholder engagement efforts and governance-related investor communications
- Manage corporate secretary recordkeeping, including form documents, Board minutes and materials, attendance records and documentation related to directors and officers
- Maintain clear and regular engagement with senior leaders in the Law Department and, as appropriate, members of the Board of Directors, other corporate stakeholders, and external entities
- Compile and distribute Board and Committee meeting books and materials electronically through BoardVantage
- Manage and oversee director compensation program, including deferrals
- Manage the drafting, distribution and collection of D&O questionnaires, including without limitation as it relates to director and office equity holdings
- Manage the onboarding process for new directors, as well as to maintain and manage the company’s insider trading policy, including stock trading windows and blackout notices
- Oversee entity management and corporate services, including incorporations, amendments, qualifications, withdrawals, name changes, and tracking registrations / filing reports
- Maintain the company's subsidiaries and their respective state and other licenses
Requirements
A Juris Doctor degree from accredited U.S. law school, plus admission to at least one state bar is required plus 12+ years of experience in corporate governance, corporate law and securities regulation; prior experience serving as corporate secretary or deputy preferred
Qualifications
Proven track record supporting public company boards and executive leadership teams
Deep understanding of SEC and stock exchange rules, corporate governance best practices and fiduciary duties
Exceptional judgment and integrity
Strong communication skills and ability to interact effectively with directors and senior leaders
Ability to effectively and confidentially manage complex and/or sensitive matters
Leadership presence and ability to influence across the organization
Skills
Excellent legal knowledge and experience in corporate governance, corporate law and securities regulation
Benefits
Competitive compensation and an outstanding benefits package
Health, dental, disability, and life insurance
Paid holidays and vacation
401(k) matching
Pension benefits
Employee discount program
Opportunities for educational and professional growth
Pay
Details TBD
Schedule
Details TBD