Corporate Governance & Securities Counsel, Director

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The ideal candidate will bring substantial experience advising publicly traded companies and be comfortable working independently with senior executives and cross-functional teams, including Legal, Finance, Investor Relations, Treasury, Tax, Human Resources, and Executive Compensation.

• Location: Remote (U.S.-based), with limited travel to Tempe, Arizona, as needed
• Start: ASAP
• Duration: Approximately 8 months, with potential to extend
• Hours: Full-time, Monday-Friday
• Pay: $120-$140/hour, depending on experience

Must-Have Qualifications:

• JD from an accredited law school
• Active bar license in good standing in at least one U.S. jurisdiction
• 12+ years of corporate legal experience within a sophisticated law firm and/or publicly traded company legal department
• Significant hands-on experience with:
• SEC reporting and disclosure, including drafting and preparing Forms 10-K and 10-Q
• Reviewing and revising Risk Factors and MD&A
• Coordinating internal review processes for SEC filings
• Securities law compliance
• Corporate governance and Board matters
• Disclosure Committee support and preparation of related materials
• Public-company legal obligations
• Proxy statements and annual shareholder meetings
• Reviewing and revising corporate governance documents
• Subsidiary governance
• Strong knowledge of SEC regulations, Nasdaq listing standards, SOX, Dodd-Frank, insider trading regulations, and corporate governance best practices
• Experience advising senior executives on complex governance, disclosure, and compliance matters
• Experience partnering cross-functionally with Finance, Treasury, Investor Relations, Tax, HR, Executive Compensation, and senior leadership
• Ability to independently manage sophisticated matters in a fast-paced global environment

Preferred Qualifications:

• Experience managing outside counsel and related budgets
• Experience with financing arrangements and other corporate transactions
• Experience using technology, automation, or AI to improve governance or reporting processes
• Familiarity with Intelligize, Workiva/Wdesk, or similar governance, research, and SEC reporting platforms

Key Responsibilities:

Corporate Governance

• Lead governance processes supporting the Board of Directors and its committees
• Prepare and review Board and committee agendas, materials, resolutions, minutes, and annual shareholder meeting documentation
• Advise leadership on corporate governance matters, emerging trends, policies, and best practices
• Ensure compliance with governing documents, committee charters, governance guidelines, and Board policies
• Prepare governance research, recommendations, briefing materials, and resolutions for senior leadership and the Board

Securities & Public Company Compliance

• Lead significant aspects of SEC reporting and disclosure, including Forms 10-K, 10-Q, 8-K, S-8, proxy statements, and related filings
• Support insider trading compliance, including Section 16 reporting, Rule 144 matters, and 10b5-1 trading plans
• Monitor developments involving SEC regulations, Nasdaq listing requirements, securities laws, and corporate governance requirements
• Partner with Finance and Investor Relations on earnings releases, disclosure reviews, executive scripts, and investor-facing communications
• Support disclosure controls and broader public-company compliance processes
• Assist with investments, borrowing and lending agreements, bond issuances, and other financing arrangements

Strategic & Subsidiary Governance

• Partner with Finance, Treasury, Tax, Investor Relations, HR, Executive Compensation, and Corporate Communications on governance and disclosure matters
• Support strategic transactions, entity restructurings, due diligence, and other corporate initiatives
• Advise on governance considerations related to organizational changes and emerging risks
• Support equity plan administration and governance related to executive compensation and stock programs
• Oversee aspects of a global subsidiary governance framework, including entity formation, maintenance, compliance, restructuring, and dissolution
• Help improve governance reporting, processes, metrics, and executive oversight

Technology & Process Improvement

• Support modernization of governance, SEC reporting, and entity-management processes
• Leverage technology, automation, AI, and digital tools to improve efficiency, scalability, and compliance

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