Description:

Job Description:
Overview:
The Counsel, Securities and Corporate Governance will report to the VP, Deputy General Counsel and Corporate Secretary, serving as a key legal advisor to the company. This individual will work closely with the members of the legal team and business stakeholders at all levels across the enterprise on corporate governance, securities, compensation and benefits and ESG matters. S/he will bring a results-oriented, business-minded focus with sophisticated legal judgment and the leadership skills necessary to successfully drive both legal and business strategy in this role.

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Responsibilities:
This individual will serve in a highly impactful, front-line role advising a broad stakeholder base on corporate governance, securities, compensation and benefits and ESG matters; day to day responsibilities will include:

Providing legal support for matters related to An American Sportswear and Footwear Retailer's Board of Directors, including preparation of meeting materials.
Advise on the structure of the compensation program for the Board of Directors and supervise management of the administration of the program.
Providing legal support for An American Sportswear and Footwear Retailer's equity, compensation and benefits programs, including advising and assisting with the legal aspects of (i) design and structure of executive compensation programs; (ii) executive employment agreements, (iii) equity and non-equity compensation plans and benefits programs and (iv) compensation practices.Managing the preparation of periodic reports and other filings required by the SEC and the NYSE, including registration statements, Forms 10-K, Forms 10-Q and Forms 8-K.
Managing the preparation of proxy statements (including compensation information), managing shareholder proposals and preparations for shareholder meetings.
Advising on insider trading and Section 16 issues for directors and executive officers, including the preparation and filing of SEC filings, preparation of 10b5-1 plans and management of trading policies and procedures.
Monitoring corporate governance and other developments to ensure compliance with changing regulatory and other requirements.
Ensuring company compliance with federal, state and foreign securities laws and reporting/disclosure requirements.
Supporting the investor relations function on various matters, including with respect to the preparation and review of communications related to quarterly earnings, as well as materials for investor presentations
Participating in shareholder communications and engagement, including with respect to ESG communications and engagement.
Partnering with cross-functional teams on various projects that present securities and/or corporate governance issues.
Overseeing subsidiary entity governance management.

Qualifications:

JD degree from an accredited law school and admitted to the bar in at least one state.
Minimum of 5+ years of progressive experience practicing in areas of securities, corporate governance and executive compensation/benefits, with experience in large law firms as well as in in-house counsel roles strongly preferred.
Experience working with public or private company Boards of Directors, and executive-level management on corporate governance matters.
Excellent written and verbal communication skills with an ability to influence others.
Dedication to high standards of quality and ethics.
Good judgement and ability to provide practical, effective counsel and find alternative solutions to problems.
Strong work ethic and team player with ability to connect with people and build trust.
Ability to work collaboratively and effectively in a fast-paced environment, and to manage multiple projects simultaneously.