Job Overview

Net Power is seeking an experienced Corporate Counsel will report directly to the General Counsel and serve as the department's second lawyer, with day-to-day 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 role 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 that the company's growth stage makes available earlier than most in-house positions. This is a hands-on role for a lawyer who wants public-company securities and governance responsibility, is comfortable owning deadlines, and can move between recurring compliance work and transaction support as the business requires.

This role is based on-site in Houston, TX. Net Power offers a hybrid work schedule, 3 days in the office and 2 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.

KEY RESPONSIBILITIES:

Corporate, Securities & Board Governance (Core)

• Own the preparation and coordination of the company's SEC reports on Forms 10-K, 10-Q, and 8-K and its annual proxy statement, partnering with Finance on financial disclosure and with outside securities counsel on legal and disclosure-controls review.
• Serve as the primary legal point of contact for the Board of Directors and its committees, including preparing agendas, meeting materials, minutes, resolutions, and written consents, administering the board portal, and advising the General Counsel on governance procedures and delegations of authority. Serve as Assistant Secretary if appointed by the Board.
• Administer the company's equity incentive plans, including preparing grant documentation, monitoring plan compliance, and preparing Section 16 reports (Forms 3, 4, and 5) for officers and directors. Coordinate with the equity plan administrator and transfer agent on vesting schedules, Rule 144 compliance, and legend removal matters.
• Administer insider trading policy compliance, including trading windows, pre-clearance procedures, and Rule 10b5-1 plan reviews, and advise internal stakeholders on Regulation FD and other ongoing public-company obligations.
• Maintain corporate governance policies and corporate records. Coordinate the annual meeting process, New York Stock Exchange listing compliance, director and officer questionnaires, related-person transaction review, and clawback policy administration.

Entity Management & Legal Operations (Core)

• Own entity management across the company's 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, and budget tracking, and flag variances to the General Counsel.
• Maintain and help improve legal department recordkeeping, corporate policies, compliance training, and workflow tools.

Transactional & Commercial Support (As Needed)

• Draft, review, and negotiate nondisclosure agreements on the company's form and review counterparty-form NDAs, consulting agreements, and other recurring commercial contracts independently, escalating non-standard terms to the General Counsel.
• Draft corporate resolutions, officer's certificates, and ancillary closing documents for financings, capital-markets transactions, and other corporate transactions, coordinating with outside counsel on transaction-specific requirements.
• Support due diligence, closings, and post-closing integration for financings, project-company formations, and other transactions, including maintaining closing checklists and processing consents, estoppels, and lien releases in coordination with Finance and outside counsel.

Litigation Support (As Needed)

• Manage litigation holds, custodian identification, and document preservation obligations, coordinating with IT and business custodians as required.
• 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 to the General Counsel.

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 periodic reports (Forms 10-K and 10-Q) and current reports (Form 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; lawyers licensed elsewhere in the United States may serve as in-house counsel in Texas.
• Strong drafting, organizational, and project-management skills, with the judgment to prioritize across concurrent workstreams and to identify which questions require 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, particularly for a small- or mid-capitalization 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, including ERCOT, the Public Utility Commission of Texas, the Railroad Commission of Texas, and the Texas Commission on Environmental Quality.

ADDITIONAL REQUIREMENTS

Candidates must be able to perform following essential functions:

• Operate at a computer and sit for long periods of time.
• Repeat motions that may include the wrists, hands, or fingers.

This description reflects the general nature and scope of the role and is not an exhaustive list of duties. It may evolve with the needs of the business.

JOB CODE: 1000057