Assistant General Counsel, Governance & Executive Compensation

S&P Global Mobility • Centreville, VA

3d • Onsite

About The Position

S&P Global Mobility is seeking an energetic, business-minded and self-motivated attorney with 10-15 years of proven governance and executive compensation legal experience gained at a leading national law firm and/or in-house (ideally at a publicly-traded company) to join its corporate legal team. In this position, the successful candidate will interface with members of the company’s executive and HR teams to manage and execute on a broad range of initiatives in the areas of compensation committee and board governance and disclosure matters, executive compensation, incentive compensation plans, as well as retirement plans, health and welfare plans, and deferred compensation arrangements. The candidate will support a business of approximately $1.8 billion in revenue and 3,500 employees world-wide as it becomes an independent public company.

Requirements

• J.D. from a top law school with exceptional academic credentials.
• At least 10-15 years of relevant experience gained at a leading law firm and/or in-house (ideally at a publicly-traded company) in roles of increasing responsibility.
• JD or LLM from an accredited law school and maintains active bar membership in at least one US state.
• Familiarity with securities law, disclosure requirements, registration rules, NYSE Listing Standards, and proxy advisor policies applicable to executive compensation programs.
• Demonstrated experience advising on the design, structuring, and implementation of cash‑ and equity‑based compensation programs, including executive and broad‑based incentive plans, as supporting compensation governance.
• Highly analytical with exceptional business and legal issue identification and problem-solving skills.
• Practical, business-oriented approach to problem-solving.
• Ability to effectively counsel internal clients by providing them with clear, concise and commercial advice, and creative solutions where necessary, on established timelines to meet their business needs.
• Ability to operate autonomously while being a team player who brings a positive, “can do” attitude to the workplace and works collaboratively with other members of the Legal team and with internal clients.

Nice To Haves

• Successful track record of in-house or similar advisory experience.
• Experience with Diligent or similar electronic distribution portal for board materials and wDesk for SEC filings is a plus.
• Experience advising on and drafting equity award agreements, incentive plans and guidelines, executive employment, change‑in‑control, severance, and retention agreements, and nonqualified deferred compensation arrangements.
• Strong working knowledge of rules and regulations impacting compensation programs, including executive compensation tax rules such as Internal Revenue Code Sections 83, 409A, 162(m), and 280G.
• Excellent written communication and interpersonal skills.
• Experience supporting compensation related matters in connection with mergers and acquisitions, including due diligence and integration support.

Responsibilities

• Advise on all aspects of executive compensation, including corporate, securities, disclosure, tax and governance issues.
• Advise on equity, incentive compensation and commission plan design, interpretation and tax and regulatory compliance.
• Advise on efforts to prepare, implement and refine best-in-class practices, policies, guidelines, tools, programs and forms that align with the company’s employee engagement strategy, values and business goals.
• Advise on executive employment, severance and change-in-control agreements for compensation/benefit-related issues.
• Advise on governance best practices, ISS/Glass Lewis and Dodd-Frank and best practices developments.
• Advise on Compensation Committee agendas, resolutions, materials and minutes.
• Advise on board of director independence and related-party transaction rules.
• Advise on director and officer questionnaires and the annual board survey.
• Advise on the annual shareholder meeting, including the meeting script, logistics, and coordination with the inspector of elections and transfer agent.
• Advise on federal and state securities law (including §16 insider transaction reporting, proxy filing, and Form 8-Ks), Dodd-Frank, Sarbanes–Oxley, tax code (including §409A), and NYSE requirements.
• Advise on plan fiduciary and governance matters for the Pension Investment Committee of the Board.

Benefits

• Dynamic, fast-paced environment
• Provide crucial support to the Compensation Committee, Leadership team, and the company at large
• Ownership of independent projects and collaborate with stakeholders across the company
• Exposure to company-initiatives and projects led by the Deputy General Counsel
• Opportunity for growth and development

What This Job Offers

• Job Type: Full-time
• Career Level: Senior
• Education Level: Ph.D. or professional degree