Corporate Counsel

Net Power Inc. (NYSE: NPWR) is a Houston‑based energy technology and project development company commercializing a proprietary natural‑gas power generation technology for large‑load customers, including data centers. The company is in an active period of project development, commercial contracting, and project financing, and its legal function operates with a small internal team that carries primary responsibility for day‑to‑day corporate, securities, and governance work, supported by outside counsel on specialized or peak‑volume matters. Net Power’s vision is to make natural gas the lowest‑cost form of clean firm power.

Job Overview

Net Power is seeking an experienced Corporate Counsel who will report directly to the General Counsel and serve as the department’s second lawyer. The role includes ownership of SEC reporting, board and committee governance support, equity‑plan administration, and entity management across the company’s corporate and project‑company structure. The position involves regular interaction with Finance, Investor Relations, Human Resources, and the Board of Directors, and provides direct exposure to capital‑markets transactions, project financings, and energy‑project development work.

Key Responsibilities

• Corporate, Securities & Board Governance (Core)
  • Prepare and coordinate SEC reports on Forms 10‑K, 10‑Q, and 8‑K and the annual proxy statement, partnering with Finance and outside securities counsel.
  • Serve as primary legal point of contact for the Board of Directors and its committees, preparing agendas, meeting materials, minutes, resolutions, and written consents; administer the board portal; advise the General Counsel on governance procedures and delegations of authority.
  • Act as Assistant Secretary if appointed by the Board.
  • Administer equity incentive plans, including grant documentation, compliance monitoring, and preparation of Section 16 reports (Forms 3, 4, 5) for officers and directors; coordinate with the equity plan administrator and transfer agent on vesting schedules, Rule 144 compliance, and legend removal.
  • Administer insider‑trading policy compliance, including trading windows, pre‑clearance procedures, and Rule 10b5‑1 plan reviews; advise internal stakeholders on Regulation FD and other public‑company obligations.
  • Maintain corporate governance policies and records; coordinate the annual meeting process, NYSE listing compliance, director/officer questionnaires, related‑person transaction review, and clawback policy administration.
• Entity Management & Legal Operations (Core)
  • Own entity management across the corporate and project‑company/special‑purpose‑entity structure, including formation, qualification, annual filings, registered agent records, minute books, and organizational document maintenance.
  • Serve as the department’s primary resource for entity‑level questions from Finance, Tax, and project teams.
  • Manage outside‑counsel coordination, including matter intake, invoice review against agreed scope and rates, budget tracking, and flagging variances to the General Counsel.
  • Maintain and improve legal department recordkeeping, corporate policies, compliance training, and workflow tools.
• Transactional & Commercial Support (As Needed)
  • Draft, review, and negotiate nondisclosure agreements and other recurring commercial contracts; escalate non‑standard terms to the General Counsel.
  • Draft corporate resolutions, officer’s certificates, and ancillary closing documents for financings and other corporate transactions; coordinate with outside counsel on transaction‑specific requirements.
  • Support due diligence, closings, and post‑closing integration for financings, project‑company formations, and other transactions, maintaining checklists and processing consents, estoppels, and lien releases.
• Litigation Support (As Needed)
  • Manage litigation holds, custodian identification, and document preservation obligations, coordinating with IT and business custodians.
  • Support discovery, document collection and review, and fact development under the direction of the General Counsel and outside litigation counsel.
  • Track litigation budgets, deadlines, and case status for internal reporting.

Required Qualifications

• Two or more years of relevant legal experience in a corporate, securities, or energy transactional practice at a law firm, in‑house, or both, with demonstrated ability to manage recurring compliance deadlines.
• Direct experience with SEC reporting obligations under the Exchange Act, including preparation or review of Forms 10‑K, 10‑Q, and 8‑K.
• J.D. and an active license to practice law in good standing in at least one U.S. jurisdiction; Texas licensure is preferred.
• Strong drafting, organizational, and project‑management skills, with the judgment to prioritize across concurrent workstreams and to identify matters requiring escalation to the General Counsel.
• Ability to work on‑site in Houston, Texas.

Preferred Qualifications

• Experience providing legal support to a board of directors or board committees, including meeting preparation, minutes, and resolutions.
• Familiarity with equity compensation plan administration, including Section 16 reporting, Rule 144 compliance, and insider‑trading policy compliance for a small‑ or mid‑cap public company.
• Experience with entity management or corporate recordkeeping across a multi‑entity organizational structure.
• Experience supporting securities or commercial litigation, including preservation and discovery obligations.
• Exposure to Securities Act registration statements, capital‑markets transactions, or project financings.
• Exposure to energy, power, or infrastructure project development, and familiarity with Texas energy and environmental regulation (ERCOT, PUCT, Railroad Commission of Texas, Texas Commission on Environmental Quality).

Additional Requirements

• Ability to operate a computer and sit for long periods of time.
• Ability to repeat motions that may include the wrists, hands, or fingers.

Schedule

Hybrid work schedule: three days in the Houston office and two days remote. Occasional travel to project sites and Board meetings is expected; project‑site visits require completion of site‑safety orientation and use of personal protective equipment.