Vice President Associate General Counsel - M&A and Corporate Securities
$177.5k - $337.4k+ Variable compensation + Equity
Expert
Sunnyvale, CA, USA
HybridFour days in office per week for nearby employees; remote work requires frequent on-site visits to Sunnyvale.
LegalLegal Counsel & Legal Support
About the job
Requirements
- At least 12 years of corporate and securities experience, including training at a top Am Law 100 firm and meaningful in-house corporate experience at a fast-paced publicly traded technology or cybersecurity company.
- Working knowledge of accounting, finance, and tax concepts sufficient to manage entity governance and administrative matters across a growing global subsidiary structure.
- Hands-on experience taking a company public or operating inside a newly public company; IPO and initial listing experience is strongly preferred.
- Hands-on experience leading strategic transactions, including M&A structuring, diligence, negotiation, and integration planning through post-close execution.
- Experience leading public company investor engagement, including shareholder outreach, proxy advisor interactions, and judgment calls involving an active institutional shareholder base.
- Deep familiarity with credit agreements and debt financing in a private equity-backed capital structure, including covenant compliance, amendments, and refinancings.
- Deep command of Securities Act and Exchange Act requirements, proxy rules, Section 16, and exchange listing standards.
- Meaningful boardroom experience, including preparing board and committee materials, presenting to directors, and advising boards and executive teams; exposure to a private equity sponsor board is ideal.
- Ability to build and develop a team, lead through influence, get the best from outside counsel, and manage stakeholders at all organizational levels, including the executive leadership team.
- Ability to balance business goals, regulatory obligations, and reputational risk and identify practical solutions.
- Ability to thrive in a fast-paced, private equity-backed environment and manage time-sensitive matters.
- Strong project management skills and ability to prioritize competing deadlines.
- Strong written and verbal communication skills, including advocating for a position while remaining collaborative and open-minded.
- Comfort using AI to improve processes and document preparation.
- Strong academic credentials and solid business acumen.
Responsibilities
- Lead legal efforts on capital markets and financing transactions, including credit agreement compliance, refinancings, and offering-related work.
- Lead legal aspects of strategic transactions, including acquisitions, tender offers and other capital markets transactions, strategic investments, and partnerships, from structuring and diligence through closing and integration.
- Advise senior management and the board on corporate governance trends and regulatory developments.
- Run board and committee operations, including agendas, materials, minutes, resolutions, and action items for risk and compensation committees, in support of the Corporate Secretary function.
- Advise on stock administration, executive compensation, affiliate transactions, investor relations, and shareholder matters, and oversee equity incentive plans with the equity team, including plan design, administration, and regulatory compliance.
- Build and own the insider trading compliance program, including policies, training, trading windows, and Rule 10b5-1 administration, incorporating automation and self-service AI tools.
- Lead public company readiness initiatives, including governance structures, exchange listing requirements, and the policy suite.
- Establish and direct SEC reporting, including 10-K, 10-Q, 8-K, and Section 16 reporting, and exchange compliance; use AI tools to improve disclosure drafting and consistency.
- Own legal review of earnings materials and public announcements with Finance, Investor Relations, and Communications.
- Design the annual meeting and proxy process, using AI tools to improve disclosure drafting and stakeholder engagement.
- Advise cross-functional teams early on matters involving finance, tax, corporate communications, marketing, and product compliance.
- Lead internal initiatives and direct outside counsel across assigned areas, owning relationships, work quality, and spend.
- Manage, mentor, and develop members of the corporate legal team, setting expectations for quality and pace.
- Serve as a director of the company’s domestic and international subsidiaries, overseeing entity governance and administration, including intercompany funding, incorporations, and annual maintenance; partner with Tax and Finance to structure, establish, and dissolve entities as the business evolves, applying accounting, finance, and tax knowledge to project-manage these matters.
- Oversee the corporate insurance program, including D&O, E&O, and other key policies, partnering with Finance and Risk Management on coverage placement, renewals, and claims.
- Partner with cross-functional stakeholders on ESG and corporate responsibility, including governance disclosures, policy development, and emerging regulatory requirements.
- Manage real estate matters for domestic and international offices, including lease negotiations, renewals, and terminations.
Desired Qualifications
- IPO and initial listing experience.
- Exposure to a private equity sponsor board.
About the company
Proofpoint is a cybersecurity company that protects organizations from advanced threats and compliance risks. It serves enterprises, government agencies, and small to mid-sized businesses with a subscription-based suite of solutions that safeguard email, social media, and other digital communication channels from phishing, malware, and ransomware. The products use machine learning and artificial intelligence to detect and mitigate threats in real time and are designed to be easy to integrate with existing IT systems. Revenue comes from recurring subscription tiers and professional services such as threat assessments and incident response. Compared with competitors, Proofpoint emphasizes real-time threat detection, broad coverage of communication channels, and a focus on ease of integration and user-friendly operation. The company's goal is to help organizations strengthen their security posture and reduce compliance and cyber risk across their digital communications.
Company Size
5,001-10,000
Company Stage
IPO
Headquarters
Sunnyvale, California
Founded
2002
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Simplify's Take
What believers are saying
- September 23, 2026, Agentic Data and AI Security targets AI governance budgets.
- Proofpoint reported nearly $2.5 billion ARR and about 20% growth at Protect 2026.
- Joyce Kim's CMO appointment on 2026 supports faster enterprise marketing and demand generation.
What critics are saying
- Microsoft and Google still control email, collaboration, and identity distribution channels.
- Push Security partnership exposes Proofpoint's browser defense differentiation to commoditization and integration failure.
- Microsoft bundles competing controls into M365 and collapses standalone security budgets.
What makes Proofpoint unique
- Proofpoint's intent-based detection spans gateway, inbox, and browser, launched September 22, 2026.
- Its Knowledge Graph fuses threat intelligence, communication patterns, data access, and user risk.
- Sumit Dhawan is positioning Proofpoint for human- and agent-centric security, unlike point products.
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Benefits
- Health, dental, & vision
- Employer-paid life, disability & employee assistance programs
- Unlimited PTO
- 401K match
- Remote work option