Sr. Director, Securities & Corporate Governance

Job Description

Your Mission

Priorities can often change in a fast-paced environment like ours, so this role includes, but is not limited to, the following responsibilities:
• Ensure compliance with federal securities laws and Nasdaq listing requirements
• Review annual and quarterly SEC filings prepared by Company's external reporting team
• Draft/review other SEC filings (proxy statements, Forms 8-K, Section 16 filings, registration statements, conflict minerals report)
• Supervise annual shareholder meetings and facilitating the relationship between the organization and its shareholders
• Review earnings releases and other investor materials prepared by Company's investor relations team
• Prepare materials for, and minutes of, Board and Board committee meetings
• Oversee scheduling Board and Board committee meetings and assembling and disseminating Board and Board committee materials
• Support general corporate governance (e.g., advising with respect to Delaware corporate law, charter and bylaw provisions, independence and related party transactions matters, and Board committee charters)
• Support transactional matters (e.g., acquisitions)
• Support the office of the Corporate Secretary
• Support Company's financial reporting, treasury, investor relations, stock administration and executive compensation teams
• Oversee paralegal in his/her management of compliance with corporate law requirements for Company and its domestic subsidiaries

Player Profile

Requirements:
• Law degree from an accredited law school
• Admission to California State Bar or willingness and qualifications to be ''Registered In-House Counsel''
• Twelve to 15 years as a practicing lawyer at a reputable law firm and/or in-house department and excellent academic credentials
• Strong knowledge and extensive experience with Securities Act, Exchange Act and Nasdaq listing requirements
• Experience with the Delaware General Corporation Law
• Experience with corporate governance, entity formation, and equity issuances under stock incentive plans
• Experience with M&A and/or corporate finance transactions
• Familiarity with executive compensation matters encompassed in proxy statement disclosure
• Exceptional oral and written communication skills, including the ability to explain complex legal and concepts concisely and effectively to non-lawyers
• Highly organized, with appropriate time-management skills to multi-task and work quickly and collaboratively, often under tight deadlines

Jobcode: Reference SBJ-g3m165-18-218-61-16-42 in your application.