Description:

The Senior Corporate Counsel, Executive Compensation & Benefits works with a dynamic, energetic and collegial team of attorneys and paralegals in a supportive environment focused on teamwork and performance in supporting executive compensation and benefits for A Software Company. This role reports to the Law Vice President and Chief Corporate Counsel and includes legal support for matters relating to the Compensation and Human Resource Committee of the Board of Directors, SEC and other regulatory compliance and disclosure obligations, executive compensation and benefits, corporate governance and related matters to be assigned from time to time. The position may require modest domestic and international travel.

Key areas of responsibility:

Legal and strategic advice to A Software Company's executive compensation, stock administration and benefits teams and related support functions on all aspects of executive compensation and benefits, including the design, implementation, maintenance and administration of equity, bonus, retirement, health, welfare, severance and deferred compensation plans and programs; drafting or review of related documents, agreements, training materials and internal and external communications
Counsel on executive compensation and benefits matters in M&A transactions; preparation of corporate filings and related equity and executive compensation documents
Plan compliance with Internal Revenue Code Section 409A and benefits-related tax or litigation issues
Training and legal advice regarding fiduciary duties, pension investment issues and ERISA regulatory compliance and/or oversee outside counsel and advisor support regarding such matters
Director compensation plan implementation and administration
tock award agreements drafting
Proxy advisory and investor outreach preparation and support related to executive compensation
ESG initiatives relating to executive compensation and benefits, engaging with ratings firms, addressing institutional shareholder, investor and other stakeholder expectations, driving policy and disclosure enhancements
Section 16 trading matters and 10b5-1 plan support; SEC filings and compliance, including Forms 3, 4 and 5, 8-K, 10-Q, 10-K and others as related to executive compensation and stock administration
Drafting significant portions of the proxy statement including, but not limited to, the Compensation Discussion & Analysis
Compensation and Human Resource Committee of the Board of Directors meeting preparation and drafting of minutes
Proactive advice on legal changes affecting executive compensation and benefits
Training and maintenance relating to key areas of responsibility
Review, negotiate, and evaluate vendor contracts for services related to key areas of responsibility
Outside counsel management and direct or dotted-line supervision of other team members as needed
In-depth knowledge of A Software Company's procedures, processes and policies
Support other corporate legal projects as needed

Qualifications:

JD from an accredited university with a minimum of ten years of relevant legal experience, with strong general business law knowledge
Excellent law firm training and substantial practice experience representing a variety of corporations and other business entities on the full range of executive compensation, benefits and related issues
Excellent written and oral communication skills, with ability to think outside the box, make complex challenges appear simple and balance competing priorities
Ability to instill confidence and interact with colleagues at all levels in a positive and professional matter aligned with A Software Company's culture
Ability to work under short deadlines in complex situations and outside normal working hours with minimal supervision; self-sufficient, independent, and willing to accept significant responsibility
Strong judgment for appropriate risk management; highest level of integrity and business ethics
High proficiency in Word, PowerPoint and Excel

Preferred Qualifications:
Prior experience in a corporate law department is preferred

The above statements are intended only to describe the general nature of the job and should not be construed as an all-inclusive list of position responsibilities.

Offers of employment are conditional upon passage of screening criteria applicable to the job