Secondary role – providing support for general corporate and securities law matters and projects; supporting corporate financing transactions.
In line with primary and secondary roles, as applicable, work closely with the Vice President and Chief Corporate Counsel and other members of the Securities & Corporate Governance team and/or other team members (in coordination with other subject matter experts) with respect to:
- Supporting the Corporate Secretary and the Board on matters of corporate governance process and policy.
- Organizing, preparing and executing Board meetings, including coordinating with senior management to ensure that appropriate matters are included in meeting agendas and reviewing and/or developing materials for Board books.
- Attending Board and Committee meetings, preparing minutes and overseeing the maintenance of Board books, corporate minutes/records and certain director and officer agreements.
- Interfacing with senior management, the Board, institutional investors, individual stockholders, proxy advisors and consultants on corporate governance, executive compensation, and other environmental, social, and governance issues.
- Facilitating director orientation and, as appropriate, continuing education and training programs.
- Assisting in the support of Human Resources Department with respect to the content, adoption and implementation of certain policies and procedures, executive compensation and equity plan matters, including drafting and/or reviewing executive compensation and equity plan related documents.
- Drafting and/or reviewing company filings with the SEC and the NYSE, including Forms 10-K and 10-Q, 8-Ks, proxy statements and registration statements as well as annual Performance Report.
- Participating on Disclosure Committee, to make materiality judgments and disclosure determinations.
- Ensuring company compliance with general corporate law, corporate governance, executive compensation, equity plan and securities law related rules, regulations requirements, the Dodd Frank and Sarbanes Oxley Acts, NYSE requirements and general corporate law.
- Monitoring new and developing corporate governance, executive compensation, equity plan and securities law related rules, regulations and requirements, trends and best practices; briefs senior management and the Board on same, as appropriate.
- Analyzing, drafting, reviewing and negotiating corporate agreements and complex contracts in support of the Corporate Legal Group more broadly, as appropriate.
- Juris Doctor.
- Five to eight years of general corporate and public company governance and securities law experience at a top law firm and/or at a public company.
- Excellent attention to detail, legal research and writing, communication and project management skills.
- Process oriented, able to multi-task, team player and ability to work independently with limited oversight.
- Good judgment, keen diplomacy and strong interpersonal skills.