Corporate Governance & Securities Specialist (Req #1443)

ePlus•Herndon, VA

3d•Hybrid

About The Position

This HYBRID opportunity is for candidates willing to work on-site in our Herndon, Virginia headquarters office a few days a week. The Corporate Governance & Securities Specialist supports and coordinates the Company's Board and committee processes, public-company securities workflows, equity administration, proxy and annual-report processes, and corporate-governance matters. Reporting to the Deputy General Counsel, this individual contributor independently executes established processes and coordinates confidential, deadline-driven work involving directors, executives, outside counsel, auditors, transfer agents, brokers, and internal business functions, with attorney supervision and escalation of substantive or nonroutine matters as appropriate.

Requirements

Five or more years of progressively responsible experience in corporate governance, public-company legal support, securities administration, equity administration, entity management, or a closely related field.
Meaningful direct experience supporting a U.S. public company, including at least two of the following: Board governance, Section 16 and Form 4 processes, SEC reporting, proxy and annual-report production, or equity administration.
Demonstrated ability to independently execute established processes and coordinate confidential, complex, and deadline-sensitive matters involving multiple internal and external stakeholders, with appropriate attorney escalation.
Excellent drafting, proofreading, document-management, organizational, and project-management skills, including preparation of minutes, resolutions, consents, and recurring corporate documents.
Sound judgment regarding confidentiality, urgency, escalation, and when attorney review is required.
Strong technology aptitude and high proficiency with Microsoft 365.
Bachelor's degree or equivalent combination of education and directly relevant experience.

Nice To Haves

Seven or more years of relevant experience, including three or more years in an in-house public-company legal department, corporate secretary function, securities practice, stock-plan function, transfer agent, or comparable environment.
Experience supporting directors, executives, outside securities counsel, auditors, transfer agents, brokers, and compensation professionals.
Hands-on experience with EDGAR Next, Board portals, SEC filing software, equity-management platforms, issuer or transfer-agent portals, entity-management systems, and electronic-signature tools.
Experience developing and maintaining controls, calendars, checklists, written procedures, backup coverage, and process improvements in a lean Legal department.
Experience with international subsidiary governance or cross-border entity administration.

Responsibilities

Administer the Board portal and coordinate Board and committee calendars, meetings, agendas, materials, access, approvals, electronic votes, written consents, signatures, and follow-up items.
Attend Board and committee meetings; prepare accurate first drafts of minutes, resolutions, consents, and related governance records for attorney review; and maintain official minute books, charters, calendars, and corporate records.
Support director onboarding and proxy-related questionnaires; coordinate information collection and documentation for independence and eligibility processes; and support subsidiary-governance actions, including annual meetings, officer and director changes, and other corporate actions, with attorney supervision as appropriate.
Administer EDGAR and EDGAR Next, including access, delegations, filer information, credentials, and periodic updates.
Coordinate the internal Section 16 process, including transaction intake, coordination with outside counsel, prepare and review draft Forms 3, 4, and 5, approvals, signatures, filing confirmation, and recordkeeping, with attorney oversight of substantive determinations.
Coordinate preparation and filing of non-earnings Forms 8-K including calendars, exhibits, proofing, signatures, EDGAR acceptance, and website posting.
Process insider trading requests, compliance officer approvals/denials, and lifting trade restrictions through Equity Edge.
Administer and monitor completion of quarterly disclosure and risk questionnaires, identify responses requiring attorney review, escalate exceptions, and maintain controls, checklists, and backup procedures for time-sensitive filings.
Serve as Legal project coordinator for the proxy statement filing and production and distribution process, leading cross-functional data collection and managing schedules, drafts, comments, approvals, DTC, transfer-agent, distribution, and website requirements.
Plan and coordinate Annual Meeting of Shareholders.
Administer restricted-stock and other equity grants and vests based on approved documentation and established procedures; coordinate among Legal, HR, Payroll, Accounting, the transfer agent, and the broker or plan administrator; and escalate discrepancies or nonroutine matters for attorney review.
Administer relevant equity, broker, transfer-agent, and issuer platforms; process or coordinate DWAC and other equity transactions; reconcile and distribute reports; investigate and coordinate resolution of exceptions; and support platform or provider transitions.
Provide administrative and coordination support for the Legal department.
Support and coordinate domestic and international entity matters with attorney supervision, including work with entity-management vendors, registered agents, local counsel, Tax, Accounting, and other stakeholders; escalate complex or nonroutine matters for legal review.
Provide appropriate governance, securities, equity, and entity records to Internal Audit and external auditors, and identify and escalate matters requiring legal review rather than routine administrative handling.
Perform other related duties and support special projects as assigned.