Reporting to the SVP, Managing Attorney & Corporate Secretary within our Corporate Legal Division, this job is responsible for serving as the company’s compensation and benefits counsel and managing a broad range of related matters. This includes supporting the Compensation Committee of the Board and providing strategic advice on executive compensation. This job will also be responsible for advising senior management on all compensation and benefits matters across the enterprise.
Executive Compensation & Assistant Corporate Secretary Duties:
- Provide strategic guidance, legal support and counseling for the Company’s equity and equity-based compensation and change of control and “golden parachute” issues.
- Advise on strategic ways to attract and retain key executive talent.
- Advise on executive offers and departures, including issues of separation, severance, and restrictive covenants.
- Advise Board of Directors and Compensation Committee, as well as the CEO, CAO and People and Total Rewards & Wellbeing senior leadership, on executive compensation matters.
- Support Compensation Committee regular and special meetings, including preparing and reviewing materials, resolutions and minutes and advising on required approvals. Liaise with the Compensation Committee Chair and Consultant as needed.
Compensation & Benefits Duties:
- Provide strategic guidance, legal support and counseling for US health and welfare and pension plans, and severance plans.
- Serve on the benefits committees and advise on regulatory compliance matters relating to the Company’s benefit plans.
- Responsible for international benefit plans.
- Provide strategic guidance, legal support, and counseling for the Company’s annual and long-term incentive plans, non-qualified plans, including deferred compensation plans, severance plans, and advise on regulatory compliance matters relating to the Company’s compensation plans.
- Responsible for international compensation plans.
- Advise on disclosure and shareholder issues relating to executive compensation; prepare the Compensation Disclosure & Analyses in the Company’s Proxy Statement; advise on compensation and benefits matters relating to M&A and shareholders.
Paralegal Oversight & Support Duties:
- Although this position does not currently have direct reports, oversight and support of paralegals working on compensation and benefits, corporate secretarial and general corporate matters will be required.
The Ideal Candidate Will Have:
- J.D. degree and Bar admission.
- A minimum of 6 years’ experience with compensation and benefits matters.
- Experience in a large, full-service law firm in the executive compensation /compensation and benefits practice. Will also consider experience as a compensation and benefits attorney at a major public company.
- In-depth knowledge of compensation and benefit matters, including taxation issues related to compensation arrangements, ERISA fiduciary and pension investment rules, relevant Securities Act and Securities Exchange Act rules, and proxy advisor and investor policies.
- Comfort dealing with Board of Directors and senior management
- Excellent organizational, interpersonal, drafting and negotiation skills
- Excellent oral and written communication skills, including demonstrated ability to address issues with precision, clarity and analytical rigor
Why You Should Consider This Role:
- You are a self-starter, organized and can anticipate the needs of others
- You are comfortable advising Sr. Executives and key stakeholders
- You are authentic and love fostering relationships in changing landscapes
- You value the autonomy to use common sense and good judgment to make decisions