Sr. Corporate Counsel - Corporate Governance & Securities

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• Manage and support the company's ongoing compliance with the Securities Act of 1933, Securities Exchange Act of 1934, SEC rules and regulations, and NASDAQ listing standards.
• Advise on and assist with the preparation and review of SEC filings, including Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, proxy statements, registration statements, and Section 16 filings (Forms 3, 4, and
  5).
• Support the development, implementation, and enhancement of disclosure controls and procedures.
• Coordinate Disclosure Committee processes, including meeting materials, agendas, minutes, and follow‑up actions.
• Administer and enhance the company's insider trading compliance program, including policy administration, training, monitoring, and Rule 10b5‑1 plan compliance.
• Manage relationships with the company’s transfer agent and support equity recordkeeping and shareholder administration activities.

• Support the activities of the Board of Directors and its committees, including preparation of meeting materials, resolutions, agendas, and minutes.
• Draft, review, and maintain corporate governance documents, including committee charters, corporate governance guidelines, and Board policies.
• Advise on corporate governance matters, including director independence, related person transactions, governance trends, and regulatory developments.
• Support Board and committee evaluations, director onboarding and education, and governance benchmarking initiatives.
• Assist with maintaining corporate records and governance processes in accordance with legal and regulatory requirements for the parent company and its domestic subsidiaries.

• Coordinate legal and governance aspects of the annual meeting of shareholders, including proxy statement preparation, meeting logistics, and shareholder communications.
• Manage shareholder proposals and related engagement efforts, including coordination with internal stakeholders and external advisors.
• Partner with Investor Relations and external advisors on shareholder outreach, governance matters, and proxy advisory firm engagement.

• Provide legal support for executive compensation and equity compensation programs, including Compensation Committee governance, equity plan administration, and related disclosures.
• Assist with the preparation and review of executive compensation disclosures in the annual proxy statement.
• Advise on legal, governance, securities law, and disclosure considerations relating to executive and director compensation matters.
• Coordinate with Human Resources, Finance, and external advisors on compensation‑related initiatives and compliance requirements.

• Provide legal support to Finance, Investor Relations, Corporate Communications, Human Resources, Tax, and other corporate functions on securities law, disclosure, governance, and public company matters.
• Advise on earnings releases, investor communications, corporate responsibility disclosures, and other external communications.
• Partner cross‑functionally to identify legal and regulatory risks and develop practical, business‑oriented solutions.

• Juris Doctor (J.D.) from an accredited law school and active membership in at least one U.S. state bar.
• 5+ years of experience practicing corporate and securities law at a nationally recognized law firm and/or public company legal department.
• Significant experience advising public companies on SEC reporting, corporate governance, executive compensation, and securities law compliance matters.
• Strong…