Job Description

Key Responsibilities

Responsible for supporting the Chief Legal Officer and the Corporate Secretary on all aspects of corporate governance matters; including support of all major processes related to the Board of Directors, provision of legal advice and counsel to the Board of Directors, Board committees, executive leadership, and others in all areas of securities regulation and compliance, corporate governance, and Delaware corporation law, including the Securities Act of 1933 and Securities Exchange Act of 1934 and related rules; NYSE Listing Rules; the Sarbanes Oxley Act of 2002; the Dodd-Frank Wall Street Reform and Consumer Protection Act; and the Delaware General Corporation Law.
Assist with Board, committee, and shareholder meeting planning; coordinate and oversee corporate secretary team specialists in preparation for committee and board meetings, including preparation of agenda, production timelines and posting of meeting materials to Diligent.
Preparation of materials for the Nomination, Governance and Corporate Responsibility Committee of the Board, including materials relating to director succession, corporate governance updates, and board and director evaluation.
Preparation and maintenance of corporate governance documentation, including corporate governance guidelines, committee charters, related-party transactions policy, etc.
Work with the Corporate Secretary ESG team and the cross-functional Sustainability Center on ESG related matters, including engagement and disclosure.
Support of Director, executive and equity compensation program design, implementation and administration, including related registration, listing and disclosure requirements.
Assist with drafting of various portions of the annual meeting proxy statement and assist with preparation of the annual meeting of stockholders.
Keep up to date on proposed and existing U.S. legislation and regulations and corporate governance trends applicable to the Company.
Provide support on corporate and other transactional work, including strategic corporate transactions and M&A.
Assist in other substantive legal areas and work with members of Legal leadership, attorneys and staff on departmental matters as needed.

Key Skills, Abilities, Experience and Education Required

Experience working with public company Boards of Directors and executive-level management. Significant legal experience advising on corporate governance matters, preparing securities filings, and overseeing compliance with SEC rules, stock exchange requirements and Section 16 matters.
Knowledge of evolving ESG, governance and disclosure best practices, including policy positions of proxy advisory firms, ESG raters and rating agencies.
Experience working on corporate transactions, including M&A.
Highly developed written and oral communication skills, with strong business and legal acumen, and the ability to clearly and confidently articulate recommendations and options about complex legal issues.

Key Qualifications

JD degree from a top-tier accredited law school with ability to practice law in California and top academic credentials.
At least 10 years of relevant experience, including experience with a top tier law firm.
Excellent judgment and ability to handle sensitive and confidential information.
Exceptional interpersonal, organizational and management skills.
Commitment to high standards of work quality.
Team player with ability to work collaboratively and effectively in a matrixed and fast-paced environment, and to manage multiple projects simultaneously.
Demonstrated commitment to inclusion, diversity, and pro-bono service and/or community involvement.
Ability to identify and use the most efficient and effective legal resources to complete the work in a timely and cost-effective manner.
Strong decision-making and problem-solving skills.
Some limited travel may be required.