Corporate Counsel, Governance and Securities

Corporate Counsel, Governance and Securities

Available Locations: Austin, TX and Washington DC

About the Legal Team

Because of the scope, complexity, and diversity of the company’s work, we need a world-class legal team to help the company avoid distractions, and guide company leadership around obstacles.  Our global legal team is made up of very accomplished lawyers and staff who comprise a flexible, talented, and very cohesive team. 

About the Role

We are looking for an exceptionally talented, energetic, and strategic-thinking corporate law professional to join our growing legal team as a Corporate Counsel, Governance and Securities based either in Austin, TX or Washington, DC. You will play a pivotal role in managing the company's corporate governance processes, ensuring compliance with U.S. securities laws (SEC) and other public company requirements, and overseeing the legal aspects of our employee stock compensation plans. This role is ideal for someone who is a proactive self-starter and strategic thinker, who has a thirst for knowledge and continued growth, all while working as part of a great team. This position reports to Cloudflare’s Head of Corporate Legal and offers a unique opportunity to work with the company’s senior leadership team and the Board of Directors on critical public company matters.

As part of the job, you will focus primarily on the following areas:

• Providing legal support for the company’s Board of Directors and its Audit, Compensation, and Nominating & Corporate Governance Committees, including preparing, reviewing, and organizing materials, agendas, minutes, and resolutions.
• Maintaining and updating corporate governance documents, including the Corporate Governance Guidelines, Board Committee Charters, and various other significant internal public company policies (e.g., Code of Conduct, Insider Trading Policy).
• Leading the legal preparation and execution of all annual and special meetings of the company’s stockholders, including proxy solicitation materials and coordination with the company’s investor relations team, transfer agent and external counsel.
• Preparing, reviewing and collaborating with the company’s finance team in connection with all of the company’s SEC filings.
• Collaborating with the company’s finance, investor relations, and communications teams on earnings releases, investor presentations, and other public announcements to ensure compliance with disclosure requirements.
• Administering and enforcing the company's Insider Trading Policy, including managing the company's trading window and pre-clearance process.
• Providing legal oversight and support for the company’s equity compensation plans and ensuring compliance with SEC, NYSE, and international regulatory requirements.
• Drafting, maintaining, and collaborating with the company’s stock administration team on employee stock plan documents, award agreements, and related communications.
• Supporting colleagues across the Corporate Legal team with the company’s global organizational structure and financing and M&A transactions.

Requirements:

• JD degree with strong academic credentials and admitted to practice law in at least one U.S. jurisdiction (ideally California or Texas).
• 3-7 years of corporate law experience, preferably with a national law firm or in-house at a publicly-traded technology company.
• Deep knowledge of the Securities Act of 1933 and the Securities Exchange Act of 1934 reporting and compliance requirements and NYSE listing requirements.
• Significant experience with drafting, revising, and reviewing SEC and other public company filings and documentation, corporate governance materials, and employee stock documentation. 
• Strong interpersonal skills and ability to work in a team, with lawyers and non-lawyers, to establish effective solutions efficiently and in an amenable manner.
• Detail-oriented, well-organized, and technically-adept, with an ability to organize, prioritize, and manage many tasks on a complex project.
• Excellent written and oral communication skills, including the ability to translate legal advice into actionable guidance.
• Team attitude that no job is too big or small. Thrives in an environment where you need to roll-up your sleeves and own positive outcomes. 

Compensation

Compensation may be adjusted depending on work location.

• For Washington D.C. Area based hires: Estimated annual salary of $170,000 - $205,000

Equity

This role is eligible to participate in Cloudflare’s equity plan.

Benefits

Cloudflare offers a complete package of benefits and programs to support you and your family.  Our benefits programs can help you pay health care expenses, support caregiving, build capital for the future and make life a little easier and fun!  The below is a description of our benefits for employees in the United States, and benefits may vary for employees based outside the U.S.

Health & Welfare Benefits

• Medical/Rx Insurance
• Dental Insurance
• Vision Insurance
• Flexible Spending Accounts
• Commuter Spending Accounts
• Fertility & Family Forming Benefits
• On-demand mental health support and Employee Assistance Program
• Global Travel Medical Insurance

Financial Benefits

• Short and Long Term Disability Insurance
• Life & Accident Insurance
• 401(k) Retirement Savings Plan
• Employee Stock Participation Plan

Time Off

• Flexible paid time off covering vacation and sick leave
• Leave programs, including parental, pregnancy health, medical, and bereavement leave