General Counsel

Job Summary

The General Counsel serves as the Bank’s chief legal advisor responsible for board and corporate governance activities, supporting and mitigating legal risk across Bank operations, and provides support for compliance and regulatory activities to the 2nd Line of Defense (2

LOD). The General Counsel will report to the Chief Executive Officer. The role partners closely with executive leadership to guide strategic decisions, maintain ethical standards, and protect the Bank’s interests in a dynamic legal and regulatory environment. To ensure independence of the legal function and appropriate oversight of legal and ethical risks, the General Counsel shall also maintain a dotted-line reporting relationship to the Board of Directors and its committees.

The General Counsel shall have a responsibility to provide legal advice in the best interests of the Bank and its stakeholders, regardless of the reporting alignment, and shall have authority to elevate a material legal concern directly to the Board of Directors.

Over time, this role will evolve as the Bank grows in size and complexity, and the General Counsel will be an integral part of achieving that growth.

• Manage and support corporate governance including but not limited to the annual shareholder meeting, the proxy statement, annual filings, and general corporate governance documents and activities.
• Work with the CEO and President on meeting with large current and prospective investors on a regular cadence to build relationships; participate in meetings with institutional investors.
• Participate in any significant organizational or entity structural changes that the Bank may execute as it relates to agreements, entity documents, and legal filings.
• Complete and file required forms and documents for OTCX and related activities.
• Support and collaborate with the Chief Risk Officer to identify, assess, and mitigate legal, regulatory and reputational risk exposure across the Bank.
• Work with the Chief Risk Officer on compliance and risk governance as the Bank grows in size and complexity.
• Coordinate from a legal perspective with Compliance, Finance, and others on filings required for share repurchases and other capital related activities, branch changes, and other legal/regulatory requirements as part of ongoing bank operations.
• Support board governance activities such as the review of board and committee meeting minutes, participating in board and board committee meetings, and providing guidance on required board activities ensuring alignment with legal requirements.
• Participate in reducing the Bank’s reliance on outside counsel for corporate matters.
• Participate in updating the Bank’s deposit disclosures and client agreements; provide ongoing legal overview of these documents to ensure they stay current and reflect regulatory requirements.
• Provide support and overview of Bank litigation and other legal activities.
• Provide legal and regulatory support and guidance to the Compliance, BSA and operational groups, as required.
• Manage the Bank’s intellectual property and trademarks.
• Participate in executive sessions with the Nominating and Governance Committee of the Board of Directors, as requested.
• Participate in Bank initiatives and projects, as required.
• Assume additional responsibilities, as requested.

• Strong knowledge of the financial services industry, including Bank structures, regulatory and legal environments and its products and services.
• Strong knowledge of corporate governance requirements.
• Proven leadership and management abilities to build relationships with executives and management and achieve goals.
• Excellent strategic thinking, critical thinking, business judgment, and problem-solving skills.
• Clear and effective communicator to explain complex legal and/or regulatory language into understandable concepts.
• Excellent time management, verbal and written communication skills.
• Experience with presenting and communicating with external regulators, board directors, shareholders and potential investors.
• High degree of professional ethics and integrity, serving as a role model for the Bank’s ethical…