SEC & Corporate Governance Attorney

Cerence

3d•$168,470 - $252,705•Hybrid

About The Position

We are seeking an experienced SEC & Corporate Governance Attorney to serve as a key member of the Legal team supporting a publicly traded company. This individual will lead and advise on U.S. securities law compliance, SEC reporting and disclosure obligations, corporate governance matters, insider trading compliance, executive compensation disclosures, and Board of Directors activities. The successful candidate will partner closely with Executive Leadership, Finance, Investor Relations, Human Resources, Internal Audit, and the Board of Directors to ensure compliance with applicable securities laws and governance requirements while supporting strategic business initiatives.

Requirements

Juris Doctor (J.D.) from an accredited law school.
Active membership in at least one U.S. state bar.
7-10 years of relevant legal experience in: Public company securities law, SEC reporting and disclosure, Corporate governance, Capital markets and corporate transactions
Experience at a major law firm, publicly traded company, or combination of both.
Deep understanding of: Securities Exchange Act of 1934, Securities Act of 1933, Regulation FD, Section 16 requirements, Nasdaq listing standards, Corporate governance best practices

Nice To Haves

Experience supporting technology, software, AI, or multinational public companies.
Experience advising Boards of Directors and executive leadership teams.
Familiarity with executive compensation and equity compensation matters.
M&A and capital markets transaction experience.

Responsibilities

Lead legal review and preparation of SEC filings, including Forms 10-K, 10-Q, 8-K, Proxy Statements (DEF 14A), Section 16 filings, and other required disclosures.
Advise on securities law requirements under the Securities Act of 1933 and Securities Exchange Act of 1934.
Provide legal guidance regarding Regulation FD, insider trading regulations, disclosure controls, and public company reporting obligations.
Monitor regulatory developments, SEC rulemaking, and emerging disclosure requirements and assess business implications.
Support earnings releases, investor presentations, and public disclosure activities.
Advise management and the Board regarding public company governance requirements and best practices.
Prepare and review Board and Committee materials, resolutions, minutes, governance policies, and charters.
Maintain corporate governance framework, including governance guidelines and committee structures.
Support annual shareholder meeting planning and proxy processes.
Assist with shareholder engagement activities and responses to governance inquiries.
Partner with Human Resources and Compensation teams regarding executive compensation disclosures.
Support equity compensation plans, equity grants, and related securities law compliance.
Review and advise on CD&A and executive compensation disclosures included in proxy statements.
Provide legal guidance regarding Say-on-Pay, equity plan proposals, and shareholder approval requirements.
Support mergers and acquisitions, financing transactions, capital markets activities, and strategic investments.
Conduct legal due diligence and provide securities law guidance for corporate transactions.
Review and negotiate transaction-related disclosures and governance provisions.
Administer compliance programs.
Develop and deliver training on securities law and governance matters.
Identify, assess, and mitigate legal and regulatory risks.
Coordinate with external counsel, auditors, and regulatory authorities as needed.