Director, Corporate Counsel- Corporate and Securities

Brief Description:

The Director, Corporate and Securities reports to the Executive Director, Corporate and Securities, and is a key member of the team for the Legal department. The Director, Corporate and Securities will provide leadership on a wide range of corporate, securities, and governance matters. The responsibilities will include all securities matters for a publicly traded company, including ensuring compliance with SEC and Nasdaq rules and regulations; preparing and reviewing SEC filings; assisting with matters related to the board of directors; and advising on corporate governance, investor relations, and executive compensation.

Essential Functions/Responsibilities

Securities and Corporate Governance 

• Ensure compliance with federal and state securities laws, with focus on ’34 Act and ’33 Act reporting, Nasdaq compliance, Regulation FD and insider trading. 

• Prepare and/or review all SEC filings, including Form 10-Ks, Form 10-Qs, Form 8-Ks, proxy statement and section 16 filings as well as registration statements. 

• Maintain governance policies and practices, including corporate governance guidelines, committee charters and other governing documents. 

Investor Relations and Executive Compensation 

• Review, advise and assist with quarterly earnings releases, investor presentations, quarterly and annual reports, sustainability reports and other external communications. 

• Advise on all executive compensation activities, and maintain and update form equity award agreements as well as other related activities. 

• Support the Total Rewards team in their administration of employee compensation benefits programs. 

Other 

• Collaborate with, advise and support a broad range of departments and functions, including finance, accounting, tax, internal audit and others as necessary.  

• Assist with secondary support for capital markets transactions activities, including debt offerings, credit agreements, other treasury related matters, strategic transaction initiatives, including mergers and acquisitions support, dispositions, joint ventures and investments. 

• Corporate governance support, including Corporate Sustainability and Social Impact/ESG 

• Perform additional functions and projects as assigned. 

Required Knowledge, Skills, and Abilities

• Juris Doctorate (J.D.) from accredited law school; licensed to practice law in the U.S. 

• Membership in good standing in a state bar with no prior suspensions or disciplinary history.

Required/Preferred Education and Licenses

• Minimum 7 years of combined experience in-house and/or with a law firm. Experience with a biotech or pharmaceutical company preferred. 

• Must be self-motivated, proactive, strategic, and exhibit excellent judgment. 

• Ability to multi-task, be flexible and quickly pivot in a fast moving/changing environment. 

• Possess the ability and willingness to advance new ideas and recognize when decisions may have a broad impact on the global organization. 

• Consistently take action and drive issues to closure and hold self and others accountable for achieving results. 

• Legal analysis and advice are well thought out and accurate, potential legal and compliance issues are consistently identified. 

• Ability to create and deliver effective oral presentations, train, and educate stakeholders and members of the department on legal topics and issues. 

• Strong organizational and project management skills. 

• Strategic, innovative and independent thinker who is action-oriented and a driver of change, with strong leadership and communication skills and strong interpersonal skills. Ability to look ahead to future possibilities and translate them into breakthrough strategies. 

• Cultivate innovation by creating new and better ways for the organization to be successful. 

• Strong and effective communication skills, developing and delivering multi-mode communications that convey a clear understanding of the unique needs of different audiences. Strong ability to communicate effectively and get along well with different personality types across all levels of the Company. 

• Drive engagement by creating a climate where people are motivated to do their best to help the organization achieve its objectives. 

• Drive results by consistently achieving results, even under tough circumstances. 

• Instill trust by gaining the confidence and trust of others through honesty, integrity, and authenticity. 

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