Associate General Counsel

Job Description

ESSENTIAL DUTIES AND RESPONSIBILITIES:

• Advises on a broad range of executive compensation matters, including with respect to compensation program design and structure and the impact of design decisions.
• Provides legal advice to the People Solutions team and Compensation and Talent Committee of the Board of Directors concerning current compensation practices and assists with monitoring these practices in light of changing best practices.
• Leads preparation of proxy statements.
• Responsible for other compensation-related disclosures contained in SEC filings, including Forms 8-K and Section 16 filings and registration statements.
• Advises on corporate governance matters relating to executive compensation.
• Assists with preparation of Board of Directors and Compensation and Talent Committee meeting materials.
• Provides legal and tax advice relating to stock-based compensation programs (including the employee stock purchase plan, restricted stock units and performance stock units).
• Maintains policies and procedures related to executive compensation and benefits programs, including clawback, Rule 10b5-1, severance and short-term incentive plans and procedures.
• Advises on deferred compensation, Section 409A matters and Section 280G matters.
• Supports the retirement committee in its maintenance and administration the 401(k) plan.
• Reviews plan documents, summary plan descriptions and participant communications and advises on compliance matters for a variety of plans and programs.
• Advises on compensation matters relating to corporate and strategic transactions.
• Assists with securities matters as part of the broader Securities and Corporate Governance team.
• Supports and develops strong working relationships and trust with members of Global Stock Administration, People Solutions, Tax, Finance, Corporate Development and other functional groups.
• Works closely with non-attorney staff.
• Works under general direction and keeps manager informed as projects proceed.
• Assists in the development of appropriate training materials and helps conduct training sessions for client groups on topics of interest.
• Effectively manage outside counsel.

Qualifications

• J.D. degree from accredited law school.
• Current member of the California (or other acceptable jurisdiction) bar association in good standing.
• 10+ years’ experience practicing at a national law firm or at a national law firm plus as an in-house attorney.
• Strong executive compensation experience and familiarity with stock-based compensation programs, including related tax and plan design issues.
• Experience working for and/or representing publicly traded companies.
• Understanding of Section 16, Regulation 14A and other SEC rules and requirements.
• Understanding of Sections 409A, 162(m), 280G, and other tax rules and requirements.
• Excellent legal drafting skills with attention to detail.
• Strong presence and the ability to work effectively within a team of securities and corporate governance lawyers and with other functional groups (People Solutions, HR, Global Stock Administration, Finance, Tax, etc.), outside counsel and senior-level executives.
• Ability to effectively communicate complex legal and compliance issues verbally and in writing in a clear and understandable manner.
• Ability to inspire trust and confidence through effective communication and interpersonal skills.
• Ability to exercise independent judgment and manage multiple projects simultaneously.
• Adaptable and able to plan and manage projects from conception to completion in a dynamic environment with independent follow-through.
• Ability to be proactive, anticipate the needs of clients and managers, exercise independent judgment and manage multiple projects simultaneously.
• Ability to focus on critical priorities with little or no supervision.
• Strong work ethic and ability to produce high quality work under deadline pressures.