Description:

Job Summary:
A Healthcare Company is seeking a Legal Counsel-Executive Compensation and Benefits to be a securities law specialist in Executive and Director compensation, equity, and benefits programs. Reporting to the VP, Deputy General Counsel and Corporate Secretary, this Attorney is responsible for oversight of all legal aspects of the company's Executive and Director compensation programs and, in partnership with the Corporate Secretary and Compensation team, management of the Compensation Committee of the Board of Directors for compliance with SEC listing requirements, best practices, and emerging trends.

In addition, this Attorney provides support for other matters related to securities and corporate governance, collaborating closely within the Legal team and cross-functionally with the company's Compensation, External Reporting, Corporate Accounting, Finance, and Investor Relations teams.

Job Description:
Core Job Responsibilities:
Compensation and Benefits Matters

Advise and assist the cross-functional business partners, senior management, and Compensation Committee on compensation and benefits matters, including:
Executive and broad-based compensation program design and structure and the impact of design decisions on internal and external stakeholders
Compensation practices, including monitoring such practices in light of evolving legal requirements and best practices
Company-wide, stock-based compensation programs (strong technical knowledge of relevant U.S. federal tax and securities laws required)
ERISA and federal tax laws relating to employee benefit, health, and welfare plans and wellness initiatives
Defined contribution plans and non-qualified plans, including 401(K) (Section 409A experience preferred)

Securities Matters
Advise and assist on securities regulation matters, including:

Leading drafting of Compensation Disclosure & Analysis and supporting drafting of other proxy statement disclosure
Assisting with other Exchange Act compliance and disclosure matters, including preparing Form S-8 registration statements and Form 8-Ks and reviewing Form 10-Ks and 10-Qs, particularly regarding compensation and benefits matters
Overseeing Section 16 and Section 13 compliance, including all related filings, and other trading compliance matters
Supporting matters involving stock trading plans, insider trading issues, and management of the Company's insider trading policy

Corporate Governance Matters
Advise and assist on corporate governance matters, particularly regarding compensation and benefits, including:

Support the Corporate Secretary in preparing, reviewing, and distributing materials for Compensation Committee meetings, drafting resolutions, managing communications, and recording meeting minutes
Supporting the development and implementation of best practices in corporate governance, ensuring compliance with applicable laws, regulations, and listing requirements,
Reviewing stockholder proposals, preparing responses, and supporting related Board and Compensation Committee approvals
Advising on state corporate law and stock exchange listing standards compliance
Supporting outreach efforts to key investors and proxy advisors
Supporting planning and execution for the Company's annual stockholders meeting
Coordinating with senior executives and Board members to ensure effective communication and follow-up on Board actions

Basic Qualifications:
Education:

Juris Doctor degree from an accredited law school and top academic credentials.

Certification / Licensure

Licensed to practice in Illinois or licensed and in good standing with another state bar and able to become licensed in Illinois.

Relevant Work Experience

At least 4 years of strong experience practicing securities and corporate governance, with an emphasis on compensation and benefits, at a major law firm or public corporation.
Excellent business and legal judgment with the ability to make decisions and give practical advice that demonstrates an understanding of overall business objectives and the balance of risks and rewards in complex situations.

Additional

Excellent communication and presentation skills, both verbal and written, including the ability to present complex topics in a concise and understandable manner and to collaborate with a range of partners.
Ability to stay well-informed of emerging legal developments, market trends and practices, and risks related to public disclosures and corporate governance and eager to learn new areas of law.
Strong interpersonal and organizational skills, attention to detail, and ability to thrive in a fast-paced environment.
Proactive personality, committed to understanding the industry and the company's business.