Counsel/Senior Counsel

Responsibilities

• Board & Corporate Governance
• Advise the Board of Directors, Board committees, and senior management on corporate governance matters, including governance best practices, fiduciary duties, and Delaware corporate law.
• Support the Board Nominating and Governance Committee, including Board composition, director independence, related person transactions, and stockholder proposals.
• Draft and review governance-related disclosures in the proxy statement and other public filings.
• Lead and support the planning and execution of Board and committee meetings, including preparing materials, drafting minutes and resolutions, and coordinating logistics and follow-up.
• Assess compliance with Section 8 of the Clayton Act, evaluate board overlaps, and coordinate risk mitigation efforts with antitrust counsel.
• Annual Meeting, SEC Disclosure & Stockholder Engagement
• Lead the drafting, review, and filing of the annual proxy statement.
• Coordinate the planning and execution of the annual meeting of stockholders.
• Advises on stockholder proposals, including Rule 14a-8 matters, and participate in stockholder engagement initiatives.
• Support the preparation and review of SEC reports and public disclosures.
• Provide legal counsel on U.S. securities laws and regulations and NYSE listing standards.
• Advises on disclosure controls, compliance matters, and executive compensation disclosures, as appropriate.
• Maintain awareness of SEC rulemaking and emerging regulatory developments and translate implications into actionable guidance.
• Governance, Compliance & Cross-Functional Leadership
• Support the development, enhancement, and scaling of internal governance and disclosure processes.
• Provide legal support for governance and compliance processes, including Section 16 reporting, insider trading compliance, Rule 10b5-1 plans, and director compensation.
• Partner with cross-functional teams—including Finance, Investor Relations, Corporate Affairs, and Human Resources—to support public company obligations and strategic initiatives.
• Contribute to corporate policies, compliance initiatives, and broader enterprise governance programs.
• Coordinate with and manage outside counsel, as appropriate.

Qualifications

• Juris Doctor (J.D.) and active bar membership
• Minimum of 5+ years of relevant experience in corporate governance and securities law
• Preferred qualifications include:
• Experience advising boards of directors and supporting board committees
• Experience drafting board and committee materials and minutes
• Experience with SEC reporting, proxy statements, and annual meetings
• Experience with stockholder proposals and stockholder engagement
• Strong knowledge of NYSE listing standards and Delaware corporate law
• Experience at a major law firm and/or in-house at a public company