Sr Counsel Securities & Governance

OVERVIEW

Realize new levels of autonomy and professional ownership. At Ulta Beauty, our Legal, Risk & Governance team provides clarity and continuity in ways that have made our growth a seamless venture, with keen insights that have opened up new and previously unexplored areas of opportunity. Through superior leadership and work that continually challenges, you'll have the chance to help set strategic direction through ethical and collaborative thought and practice.

THE IMPACT YOU CAN HAVE

* Position is located at corporate offices in Bolingbrook, IL (Hybrid work schedule - approx. 6 days in office per month)

As Senior Counsel, Securities & Governance, you will serve as a senior legal advisor within Ulta Beauty's growing Legal, Risk & Governance department, supporting a Fortune 500 retailer with more than 60,000 associates globally. This role functions as a trusted partner to the enterprise leadership team and the Finance & Accounting and Executive Compensation groups on a broad range of securities, corporate governance, and transactional matters.

The Senior Counsel manages multifaceted matters, with an emphasis on SEC reporting, public company governance, capital markets activities, and investor communications.

As Senior Counsel, you will operate in a hybrid environment, balancing remote work with regular on-site collaboration while playing a critical role in supporting Ulta Beauty's dynamic, growing business and helping to design and strengthen a best-in-class corporate governance framework that drives accountability and embeds ethical rigor into every decision. This newly created position will report to the Vice President, Assistant General Counsel & Assistant Secretary.

The ability to develop and maintain positive and effective relationships with business partners at all levels across the enterprise as well as with colleagues within the Legal, Risk & Governance team is a must. The ideal candidate will bring significant securities and governance experience, outstanding business acumen, and a proactive, solutions-focused approach to advising internal stakeholders on complex legal and reputational issues.

This is a unique opportunity to join an outstanding in-house legal, risk & governance solutions team and work at the nation's largest specialty beauty retailer.

YOU'LL ACCCOMPLISH THESE GOALS BY:

Corporate Governance & Board Support

* Develop, update, and enforce corporate governance policies and charters to align with SEC requirements, stock-exchange standards, and emerging best practices.

* Assist the VP, Assistant GC & Assistant Secretary with facilitating Board and committee meetings-developing agendas and preparing board materials.

* Oversee maintenance of corporate records for domestic and international legal entities, ensuring accuracy and accessibility.

* Provide support to the Executive Compensation team on executive compensation matters, including executive compensation plans, equity programs, incentive structures, and related disclosures.

* Partner with Enterprise Risk Management team to develop durable risk management reporting frameworks and integrate ERM insights into SEC filings and governance structures.

Securities & Public Company Compliance

* Support the preparation, review, and filing of Forms 10-K, 10-Q, 8-K, proxy statements, and Section 16 officer/director reports (Forms 3, 4, and
5).

* Ensure adherence to stock-exchange listing standards, Regulation FD disclosures, and other public-company obligations.

* Manage responses to SEC comment letters and coordinate with external counsel and auditors to resolve reporting issues.

* Maintain insider-trading policies, blackout calendars, and related-party transaction procedures.

* Ensure ongoing Sarbanes-Oxley (SOX) compliance by partnering with Internal Audit on control testing, remediation plans, and quarterly certifications.

Finance & Accounting Organization Partnership

* Counsel technical accounting teams on GAAP/IFRS interpretations, restatements, and audit adjustments; liaise with external auditors on related topics.

* Advise Finance on structuring debt and equity financings, credit facilities, and capital markets transactions, including…