Corporate Governance Legal Support Manager

About the role

The Corporate Governance Legal Support Manager serves as a key member of the Corporate, Compliance & Sustainability team, providing advanced legal and governance support for KBR’s public company obligations. This role plays a critical part in ensuring the effective execution of corporate governance processes, securities compliance activities, executive compensation administration, and sustainability reporting.

Responsibilities

• Manage the preparation, coordination, production, and filing of the annual Proxy Statement, including drafting and editing content, supporting data collection, and coordinating contributions from internal and external stakeholders.

• Maintain Section 16 reporting compliance, including tracking beneficial ownership, preparing and filing Forms 3, 4, and 5, and administering EDGAR Next accounts.

• Draft, coordinate, and file Form 8-K current reports in partnership with internal stakeholders and outside counsel.

• Support the preparation of Forms 10-K and 10-Q by assisting with legal questionnaires, exhibit indexes, officer and director signatures, and outside counsel coordination.

• Corporate Governance & Board Support:

  • Coordinate Board of Directors and committee governance activities, including preparing agendas, resolutions, unanimous written consents, meeting materials, and supporting documentation.

  • Manage logistics and administration for Compensation Committee, Nominating, Governance & Sustainability Committee, and Sustainability & Technology Committee meetings.

  • Administer Board and committee self-assessments, director skills assessments, attendance tracking, and governance-related reporting.

  • Support the Annual Stockholder Meeting, including regulatory requirements, proxy distribution, shareholder communications, and virtual meeting coordination.

  • Affiliate with director and officer onboarding activities, maintain governance records, and prepare executive and director biographies.

  • Administer director compensation programs, including equity awards, cash retainers, dividend equivalents, ownership tracking, and deferred compensation arrangements.

  • Affiliate with the administration and legal support of stock plans, employee stock purchase plans, qualified and non-qualified benefit plans, and related employee communications.

  • Affiliate with the assistance of executive tax and financial advisors as appropriate.

• Executive Compensation & Equity Administration:

  • Affiliate with the preparation and administration of executive offer letters and employment-related agreements, including severance, retention, release, and change-in-control arrangements.

  • Affiliate with the preparation and administration of annual and off-cycle equity and incentive compensation programs, including grant documentation, payout calculations, ownership tracking, and guideline monitoring.

  • Affiliate with the administration and legal support of stock plans, employee stock purchase plans, qualified and non-qualified benefit plans, and related employee communications.

  • Affiliate with the coordination of compensation and benefits information requests for executive tax and financial advisors as appropriate.

• Sustainability & Corporate Responsibility:

  • Affiliate with the drafting, editing, and coordination of sustainability and corporate responsibility reporting.

  • Affiliate with the review, maintenance, and update of governance and sustainability disclosures for ESG rating agencies and other external stakeholders.

  • Affiliate with the support of sustainability-related governance initiatives and reporting requirements.

• Process Improvement & Operational Excellence:

  • Identify opportunities to improve governance, reporting, and compensation administration processes through technology, automation, and best practices.

  • Leverage governance and reporting platforms to enhance efficiency, accuracy, and compliance.

  • Affiliate with the support of special projects and other initiatives as assigned by senior legal leadership.

Qualifications

• Bachelor's degree from an accredited institution required.

• Paralegal certification preferred.

• Minimum of 10 years of experience supporting public company corporate governance, securities compliance, executive compensation, or related legal functions within a law firm, public company, or comparable environment.

• Demonstrated experience supporting Board of Directors and committee activities for a publicly traded company.

• Experience working with SEC reporting and corporate governance requirements.

Core Skills & Competencies

• Strong knowledge of public company governance practices, SEC reporting obligations, and executive compensation administration.

• Exceptional written, verbal, and interpersonal communication skills, with the ability to effectively interact with directors, executives, legal professionals, and cross-functional stakeholders.

• Advanced organizational and project management skills with the ability to manage multiple priorities and deadlines in a fast-paced environment.

• High level of discretion and professionalism in handling sensitive and confidential information.

• Strong analytical and problem-solving abilities with keen attention to detail and accuracy.

• Ability to work independently, exercise sound judgment, and manage complex governance-related matters.

• Demonstrated commitment to collaboration, relationship building, and delivering high-quality client service.

• Intellectual curiosity and a continuous improvement mindset, including an interest in leveraging technology and emerging tools to enhance processes.

• Advanced proficiency with Microsoft 365 applications, including Word, Excel, PowerPoint, SharePoint, and OneDrive.

• Experience with governance and reporting platforms such as Nasdaq Boardvantage, Workiva, EDGAR Next, Toppan Merrill Bridge, Diligent Entities, or similar systems.