Managing Senior Counsel- SEC, Corporate Governance & ESG

Microchip • Chandler, AZ

15h • $91,000 - $247,000

About The Position

Microchip is seeking an experienced attorney to provide strategic counsel on SEC reporting, corporate governance, board and committee operations, subsidiary management, equity plans, and Environmental, Social & Governance (ESG) reporting and programs. Attorney will facilitate shareholder and proxy-advisor engagement, lead corporate compliance initiatives, and monitor and advise on emerging regulatory and governance trends. The role partners cross-functionally to drive governance excellence, ensure regulatory compliance, and advance the Microchip’s stakeholder engagement and ESG objectives.

Requirements

• JD degree and 7 or more years of relevant experience
• Admission and good standing in at least one state in the U.S.
• Experience in SEC reporting and corporate governance at top law firm and/or in-house
• Excellent writing, editing, and verbal communication skills, adaptive to and effective for different audiences
• Excellent project management skills; ability to prioritize multiple responsibilities and process a large volume of work in a timely manner with attention to detail
• Management experience or proven ability to do so successfully
• Willingness to travel up to 10% of the time

Responsibilities

• Corporate Governance & Board Support Advise on and ensure compliance with corporate governance requirements under Delaware law, SEC rules and regulations, and Nasdaq listing standards; advise on emerging governance and regulatory trends
• Advise and coordinate updates to key corporate documents such as bylaws, governance guidelines, committee charters, and related policies; support Board and Committees through preparation of meeting materials, resolutions, minutes, and management of the Board portal
• Conduct director onboarding, and prepare and maintain onboarding materials
• Manage corporate compliance policies and training programs, including insider trading, corporate whistleblower program, ethics policies, political spending policy, and supplier risk training
• Manage director and officer governance processes (e.g., D&O questionnaires, 10b5-1 agreements, indemnification agreements, related attestations)
• Support and provide guidance regarding corporate and subsidiary management, including internal legal restructuring
• SEC Reporting & Other Public Disclosure Support preparation and review of SEC filings, including Forms 10-K, 10-Q, 8-K, Proxy Statements, S-8, Section 16 filings
• Partner with Finance, Investor Relations, and Public Relations teams to ensure consistency across filings, press releases, and investor materials
• Manage corporate risk factor review in support of Forms 10-K and 10-Q, including benchmarking for emerging risk
• Oversee preparation for the annual shareholder meeting and proxy processes, including drafting proxy statement, developing the shareholder-meeting script, and managing vote-tracking and quorum communications to management and the Board.
• Support equity plan disclosures and processes (e.g., IESPP/ESPP prospectus updates, S-8 packages, and related Board/committee materials) and non-equity benefit plans, such as the 401(k) and Supplemental Employee Retirement Plan
• Coordinate with NASDAQ, the transfer agent, and paying agents on share-related matters, including dividend payments, share registration and reserves, and other shareholder services.
• Support external auditor requests on governance matters and disclosure matters.
• Shareholder & Stakeholder Engagement Manage shareholder-proposal lifecycle, from intake, research, and internal briefing through Board consideration and investor outreach
• Facilitate engagement with institutional investors and proxy advisors (ISS, Glass Lewis, and others) on governance and ESG matters
• Review and analyze shareholder voting trends and evolving investor expectation to inform the Board and management
• ESG Partner with ESG professionals to develop and enhance ESG strategy, reporting, and disclosure, including the Sustainability Report
• Coordinate submissions and follow-up for ESG ratings and rankings (MSCI, ISS ESG, Sustainalytics, etc.), leveraging insights to improve disclosure performance
• Oversee and prepare forced labor reporting for applicable jurisdictions
• Monitor corporate governance and ESG trends and regulatory and legislative initiatives for impact on Microchip

Benefits

• We offer a total compensation package that ranks among the best in the industry. It consists of competitive base pay, restricted stock units, and quarterly bonus payments.
• In addition to these components, our package includes health benefits that begin day one, retirement savings plans, and an industry leading ESPP program with a 2 year look back feature.
• Find more information about all our benefits at the link below:
• Benefits of working at Microchip
• The annual base salary range for this position, which could be performed in the US, is $91,000 - $247,000.
• Range is dependent on numerous factors including job location, skills and experience.

What This Job Offers

• Job Type: Full-time
• Career Level: Mid Level
• Education Level: Ph.D. or professional degree
• Number of Employees: 5,001-10,000 employees