General Counsel & Compliance Director
Position Summary
The General Counsel & Compliance Director serves as the company’s legal advisor and compliance leader, reporting directly to the CEO and partnering with the executive leadership team and Board of Directors. This executive-level role is responsible for all legal affairs, regulatory compliance, contract management, employment law matters, and government contracting requirements including ITAR, EAR, and FAR/DFARS. The General Counsel will proactively develop, implement, and continuously improve a comprehensive compliance program, identify and address gaps in the organization’s legal and regulatory framework. This role manages the Legal & Compliance department with direct reports and serves as the primary point of contact for all legal and compliance matters across the organization.
Key Results Areas
Legal Advisory & Corporate Governance: Serve as the principal legal advisor to the CEO, executive leadership team, and Board of Directors on all legal matters. Provide strategic counsel on corporate governance, M&A transactions, securities law, and risk management.
Contract Management: Oversee contract management process for government contracts, commercial agreements, vendor agreements, NDAs, teaming agreements, subcontracts, and licensing arrangements.
Compliance Program Development: Proactively manage a comprehensive compliance program. Identify gaps in existing compliance infrastructure, develop corrective action plans, implement monitoring systems, and establish a culture of compliance organization-wide in cooperation with the various Business Units.
ITAR/EAR & Export Control: Ensure full compliance with the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), and all applicable export control laws. Develop and enforce export compliance policies, manage export licenses, and maintain required records.
FAR/DFARS & Government Contracting: Ensure compliance with FAR, DFARS, and related government contracting requirements. Advise on proposal compliance, contract modifications, claims, disputes, and government audits.
CMMC & Cybersecurity Compliance: Assist the CIO with the organization’s efforts to achieve and maintain Cybersecurity Maturity Model Certification (CMMC) at the required level.
Employment Law & HR Support: Draft, review, and negotiate employment agreements, severance agreements, non-compete/non-solicitation agreements, and independent contractor agreements. Advise HR on employee relations, workplace investigations, terminations, ADA/FMLA compliance, and litigation avoidance.
Public Company Compliance: Ensure compliance with SEC regulations, Sarbanes-Oxley Act, stock exchange listing requirements, insider trading policies, and corporate disclosure obligations. Support SEC filings, proxy statements, and board materials. Monitors and resolves whistleblower complaints through the Company’s whistleblower hotline.
Litigation & Dispute Management: Manage all litigation, arbitration, and dispute resolution matters. Select and oversee outside counsel, manage legal budgets, and develop litigation strategies aligned with business objectives.
Risk Management: Identify, assess, and mitigate legal and compliance risks across the organization. Oversee the company’s insurance program and coordinate with brokers on coverage adequacy.
Qualifications
Education and Training: Juris Doctor (JD) from an ABA-accredited law school (required); Active membership in good standing with at least one U.S. state bar (required); LL.M. in Government Procurement Law, National Security Law, or related field (preferred).
Experience: 10+ years of progressive legal experience, with at least 5 years in a senior in-house legal role; Defense expertise with commercial orientation, balancing regulatory rigor with practical business solutions; International exposure: cross-border transactions, foreign subsidiary oversight, international joint ventures, and global regulatory compliance; Public company experience: in-house counsel at a publicly traded company covering SEC reporting, corporate governance, shareholder relations, and SOX; M&A: due diligence, deal structuring, negotiation, integration planning, and post-acquisition compliance harmonization; Significant experience with government contracting, defense/aerospace industry, or similarly regulated environment; Demonstrated experience with ITAR/EAR export controls, FAR/DFARS compliance, and cybersecurity frameworks; Experience managing legal teams and outside counsel.
Skills: Juris Doctor (JD) degree from an accredited law school required; Active membership in good standing with at least one state bar association; Demonstrated expertise in government contracting law (FAR/DFARS), export control regulations (ITAR/EAR), and corporate compliance frameworks; Deep knowledge of SEC reporting obligations, Sarbanes-Oxley compliance, corporate governance requirements, and other regulatory requirements applicable to publicly traded companies; Experience with cybersecurity compliance frameworks; Excellent written and verbal communication skills with the ability to present complex legal concepts to executive leadership, board members, and non-legal stakeholders; Strong leadership and management skills with the ability to build and lead a high-performing legal and compliance team; Exceptional analytical and problem-solving skills with meticulous attention to detail in contract review and regulatory analysis; Proven ability to manage enterprise-wide compliance programs, policies, and training initiatives; Ability to analyze complex legal and business problems and develop practical, effective solutions at both strategic and operational levels; Demonstrated integrity, sound judgment, and the ability to handle sensitive and confidential matters with discretion; Ability to work autonomously as a strategic business partner to the CEO and executive team while fostering a collaborative, compliance-focused culture across the organization.