VP, Associate General Counsel - M&A and Corporate Securities

Proofpoint is a global leader in human- and agent-centric cybersecurity. We protect how people, data, and AI agents connect across email, cloud, and collaboration tools. Over 80 of the Fortune 100, 10,000 large enterprises, and millions of smaller organizations trust Proofpoint to stop threats, prevent data loss, and build resilience across their people and AI workflows. Our mission is simple: safeguard the digital world and empower people to work securely and confidently.

Join us in our pursuit to defend data and protect people.

At Proofpoint you’ll be part of a global team that breaks barriers to redefine cybersecurity guided by our BRAVE core values:
Bold in how we dream and innovate Responsive to feedback, challenges and opportunities Accountable for results and best in class outcomes Visionary in future focused problem-solving Exceptional in execution and impact

VP, Associate General Counsel, Corporate About Proofpoint Cyberattacks start with people, and so do we. Proofpoint is a leading cybersecurity and compliance company that protects organizations' greatest assets and biggest risks: their people. Thousands of enterprises worldwide, including the majority of the Fortune 100, rely on us to stop targeted threats, safeguard their data, and make their people more resilient against attack.

We are seeking a seasoned, driven, and practical corporate and securities attorney to join our lean, highly regarded legal team at a defining moment for the company. This role reports directly to the Chief Legal Officer, stepping into an established function with a structured transition from its longtime senior leader. You will lead the legal function for corporate, securities, and strategic transaction matters, own our public company readiness initiatives, and manage and grow a small legal team, beginning with one direct report and expanding with the company's growth.

You will leave every process better than you found it while serving as a strategic partner to, among others, the finance, accounting, people, equity, and leadership teams. This is an ideal seat for someone who wants meaningful ownership rather than a narrow lane, and who is excited by the opportunity to work directly with, and become a trusted partner to, an experienced Chief Legal Officer.

The work is live, not theoretical: an active deal pipeline, a leveraged capital structure, and the foundations of a public company to build. This role is based at our Sunnyvale, CA headquarters, with four days in office per week for those living nearby. Remote work is a possibility, with the expectation of being on site in Sunnyvale on a relatively frequent basis.

• Lead legal efforts on capital markets and financing transactions, including credit agreement compliance, refinancings, and offering-related work
• Lead all legal aspects of strategic transactions, including acquisitions, tender offers and other capital markets transactions, strategic investments, and partnerships, from structuring and diligence through closing and integration
• Advise senior management and the board on corporate governance trends and regulatory developments
• Run board and committee operations, including for the risk and compensation committees, covering agendas, materials, minutes, resolutions, and action items, in support of the Corporate Secretary function
• Serve as the go-to legal advisor on stock administration, executive compensation, affiliate transactions, investor relations, and shareholder matters, and oversee the Company’s equity incentive plans in partnership with the equity team, including plan design, administration, and regulatory compliance
• Build and own the insider trading compliance program, including policies, training,…