Associate Director - SEC, Corporate Governance ...

Description:

Are you looking for a unique opportunity to be a part of something great? Want to join a 17,000-member team that works on the technology that powers the world around us? Looking for an atmosphere of trust, empowerment, respect, diversity, and communication? How about an opportunity to own a piece of a multi-billion dollar (with a B!) global organization? We offer all that and more at Microchip Technology Inc.

People come to work at Microchip because we help design the technology that runs the world. They stay because our culture supports their growth and stability. They are challenged and driven by an incredible array of products and solutions with unlimited career potential. Microchip's nationally-recognized Leadership Passage Programs support career growth where we proudly enroll over a thousand people annually. We take pride in our commitment to employee development, values-based decision making, and strong sense of community, driven by our Vision, Mission, and 11 Guiding Values (https://www.microchip.com/en-us/about/careers/mission-and-values); we affectionately refer to it as the Aggregate System and it's won us countless awards for diversity and workplace excellence.

Our company is built by dedicated team players who love to challenge the status quo; we did not achieve record revenue and over 30 years of quarterly profitability (https://www.microchip.com/en-us/about/investors) without a great team dedicated to empowering innovation. People like you.

Visit our careers (https://www.microchip.com/en-us/about/careers/working-here) page to see what exciting opportunities and company perks (https://www.microchip.com/en-us/about/careers/working-here) await!

Job Description:
Microchip is seeking an experienced attorney to provide strategic counsel on SEC reporting, corporate governance, board and committee operations, subsidiary management, equity plans, and Environmental, Social & Governance (ESG) reporting and programs. Attorney will facilitate shareholder and proxy-advisor engagement, lead corporate compliance initiatives, and monitor and advise on emerging regulatory and governance trends. The role partners cross-functionally to drive governance excellence, ensure regulatory compliance, and advance the Microchip's stakeholder engagement and ESG objectives.

Corporate Governance & Board Support

• Advise on and ensure compliance with corporate governance requirements under Delaware law, SEC rules and regulations, and Nasdaq listing standards; advise on emerging governance and regulatory trends
• Advise and coordinate updates to key corporate documents such as bylaws, governance guidelines, committee charters, and related policies; support Board and Committees through preparation of meeting materials, resolutions, minutes, and management of the Board portal
• Conduct director onboarding, and prepare and maintain onboarding materials
• Manage corporate compliance policies and training programs, including insider trading, corporate whistleblower program, ethics policies, political spending policy, and supplier risk training
• Manage director and officer governance processes (e.g., D&O questionnaires, 10b5-1 agreements, indemnification agreements, related attestations)
• Support and provide guidance regarding corporate and subsidiary management, including internal legal restructuring

SEC Reporting & Other Public Disclosure

• Support preparation and review of SEC filings, including Forms 10-K, 10-Q, 8-K, Proxy Statements, S-8, Section 16 filings
• Partner with Finance, Investor Relations, and Public Relations teams to ensure consistency across filings, press releases, and investor materials
• Manage corporate risk factor review in support of Forms 10-K and 10-Q, including benchmarking for emerging risk
• Oversee preparation for the annual shareholder meeting and proxy processes, including drafting proxy statement, developing the shareholder-meeting script, and managing vote-tracking and quorum communications to management and the Board.
• Support equity plan disclosures and processes (e.g., IESPP/ESPP prospectus updates, S-8 packages, and related Board/committee materials) and non-equity benefit plans, such as the 401(k) and Supplemental Employee Retirement Plan
• Coordinate with NASDAQ, the transfer agent, and paying agents on share-related matters, including dividend payments, share registration and reserves, and other shareholder services.
• Support external auditor requests on governance matters and disclosure matters.

Shareholder & Stakeholder Engagement

• Manage shareholder-proposal lifecycle, from intake, research, and internal briefing through Board consideration and investor outreach
• Facilitate engagement with institutional investors and proxy advisors (ISS, Glass Lewis, and others) on governance and ESG matters
• Review and analyze shareholder voting trends and evolving investor expectation to inform the Board and management

ESG

• Partner with ESG professionals to develop and enhance ESG strategy, reporting, and disclosure, including the Sustainability Report
• Coordinate submissions and follow-up for ESG ratings and rankings (MSCI, ISS ESG, Sustainalytics, etc.), leveraging insights to improve disclosure performance
• Oversee and prepare forced labor reporting for applicable jurisdictions
• Monitor corporate governance and ESG trends and regulatory and legislative initiatives for impact on Microchip

Perform other duties as assigned

Requirements/Qualifications:

• JD degree and 12 or more years of relevant experience
• Admission and good standing in at least one state in the U.S.
• Experience in SEC reporting and corporate governance at top law firm and/or in-house
• Excellent writing, editing, and verbal communication skills, adaptive to and effective for different audiences
• Excellent project management skills; ability to prioritize multiple responsibilities and process a large volume of work in a timely manner with attention to detail
• Management experience or proven ability to do so successfully
• Willingness to travel up to 10% of the time

Travel Time:
0% - 25%

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