Senior Associate General Counsel, Assistant Corporate Secretary - Corporate Governance - Hybrid

Job Responsibilities: 

Board of Directors and Corporate Governance (65%) 

• Oversee the Corporate Secretary’s office, establishing processes, timelines, and controls to support scalable governance operations for a complex, publicly-trade enterprise. 

• Serve as primary support to the Board of Directors and its committees, including planning annual calendars, preparing agendas and materials, attending meetings, and drafting and maintaining accurate minutes and resolutions. 

• Prepare and deliver governance-related presentations to the Board and committees, including materials on corporate governance trends, regulatory developments, director education, and best practices. 

• Lead governance-related stockholder engagement activities, including coordinating outreach, preparing engagement materials, managing follow-ups, and supporting management on governance-related stockholder matters. 

• Oversee planning and execution of the annual meeting of stockholders, including meeting logistics. 

• Maintain and continuously improve the company’s corporate governance framework, including charters, governance guidelines, committee structures, policies, and Board processes, ensuring alignment with regulatory requirements and stockholder expectations. 

• Oversee governance for domestic subsidiaries, including entity formation and maintenance, board and officer appointments, intercompany documentation, and corporate recordkeeping. 

• Manage director onboarding, offboarding, and continuing education; coordinate annual evaluations. 

• Monitor evolving corporate governance regulations, listing standards, and market practices; assess impact on the company and proactively recommend enhancements or changes to governance practices. 

Securities and Capital Markets (20%) 

• Assist with the preparation, review, and coordination of Securities Act and Exchange Act filings, including Forms 10-K, 10-Q, 8-K, registration statements, and other required SEC reports, working closely with Finance, Investor Relations and external advisors. 

• Review and advise on earnings call scripts, press releases, investor presentations, and other external communications to ensure consistency with SEC disclosure requirements, Regulation FD, and the company’s historical disclosures. 

• Lead the end-to-end preparation of the company’s annual proxy statement, including coordination of internal contributors, engagement with outside counsel and proxy advisors, review of governance and compensation disclosures, and management of timelines and approvals. 

• Provide legal support for capital markets activities, including equity offerings, debt financings, stock-based compensation plans, and other securities-related transactions, ensuring compliance with applicable securities laws and exchange rules. 

• Monitoring developments in securities law, stock exchange listing standards, and disclosure best practices; advise management and the Board on disclosure risks and procedural enhancements. 

Sustainability Program (10%) 

• Lead the Company’s sustainability program, including oversight of sustainability governance structures, cross-functional coordination, and integration of sustainability considerations into corporate governance practices and Board oversight. 

• Coordinate the identification, collection, validation, and ongoing monitoring of sustainability metrics across the organization, working with internal stakeholders to establish reliable data controls, processes, and documentation. 

• Oversee the preparation of the company’s annual sustainability report and related disclosures, ensuring accuracy, consistency, and alignment with applicable frameworks, investor expectations, and evolving regulatory requirements. 

• Support Board and committee oversight of sustainability matters through regular reporting and presentations; assist with stockholder engagement and proxy disclosures related to strategy, performance and governance. 

Executive Compensation (5%) 

• Coordinate legal review of executive compensation matters, including equity and incentive plans, award agreements, executive offer letters, severance arrangements, and related documents, primarily through management of outside counsel and internal stakeholders. 

• Support executive compensation governance processes by facilitating Compensation Committee materials, approvals, and related disclosures, and by coordinating with outside counsel and internal teams on proxy statement and SEC filing disclosures. 

Basic Education and/or Experience Requirements 

• Juris Doctor (JD) from an accredited law school and active bar membership in at least one U.S. jurisdiction. 

• 10+ years of relevant legal experience, including substantial experience supporting corporate governance, board and committee operations, and public company compliance. 

• Meaningful experience at a publicly-traded company and/or major law firm representing public companies, with demonstrated responsibility for Board and committee processes. 

• Demonstrated expertise in corporate governance matters, including board and committee charters, governance guidelines, annual meeting processes, stockholder engagement, and proxy advisory firm considerations. 

• Experience supporting SEC reporting and disclosure processes, including coordination of Forms 10-K, 10-Q, 8-K and annual proxy statements in collaboration with internal teams and outside counsel. 

• Proven ability to manage cross-functional and external stakeholders, including senior executives, directors, outside counsel, and advisors, with strong judgment and executive presence. 

• Experience coordinating subsidiary governance and entity management, including board actions, officer appointments and corporate record keeping. 

• Strong written, organizational and presentation skills, with the ability to prepare board-level materials and present clearly on governance and compliance matters. 

Physical Demand Requirements 

• None. 

Travel Requirements (if required) 

• If not based in Chicago area, quarterly travel to support board of directors/shareholder meetings, and occasional (1-3x/year) travel to support legal meetings, is required. 

Preferred Qualifications and Interests 

• Prior service in a Corporate Secretary or Assistant Corporate Secretary function at a public company. 

• Experience supporting Healthcare, life sciences or other highly-regulated industries. 

• Exposure to ESG or sustainability reporting, including coordination of ESG metrics, disclosures, or Board oversight structures. 

• Experience managing stockholder engagement programs, including interactions with institutional investors and proxy advisory firms. 

• Familiarity with equity compensation plans and executive compensation governance, particularly as it relates to proxy disclosure and committee processes.