About The Position
As a member of the Corporate Governance Team, this attorney will partner closely with other Legal teammates, Total Rewards, Finance, Controlling, and senior leadership to design, implement, document, and disclose executive and director compensation programs that align with business strategy, governance expectations, and evolving regulatory requirements. This role requires a business-minded lawyer who combines technical strength in executive compensation and securities disclosures with sound judgment, discretion, and the ability to operate effectively in a complex, highly regulated public company environment. The ideal candidate is comfortable advising senior stakeholders, balancing legal risk with practical business needs, and driving high-quality work product during critical disclosure and governance cycles.
Requirements
- J.D. from an accredited law school and active bar membership in at least one U.S. jurisdiction.
- At least 5 years of law firm experience advising public companies on executive compensation, employee benefits, and securities disclosure matters.
- Demonstrated expertise in Regulation S-K under the Securities Exchange Act of 1934, especially Item 402 executive compensation disclosure requirements.
- Strong experience drafting and reviewing proxy statement disclosures, including CD&A and related compensation tables and narratives.
- Working knowledge of public company governance practices, annual proxy cycles, compensation committee processes, disclosure controls, and investor-facing executive compensation narratives.
- Strong collaboration skills and the ability to work effectively with teammates, senior executives, board-facing teams, and external advisors.
- Excellent judgment, precision, and ability to communicate complex legal requirements clearly to senior business leaders and cross-functional partners.
- Ability to manage multiple deadlines in a fast-paced, high-visibility environment with strong attention to detail and practical problem-solving skills.
Nice To Haves
- In-house experience at a public company, particularly a large-cap or Fortune 100 organization, is a plus.
Responsibilities
- Advise on the design, implementation, interpretation, and administration of executive compensation and broad-based incentive arrangements, including annual and long-term incentive plans, equity awards, deferred compensation, retention arrangements, severance, change-in-control protections, and executive employment agreements.
- Lead and review executive compensation disclosures in proxy statements, annual reports, current reports, registration statements, and other public filings, with deep familiarity with Regulation S-K and Item 402 requirements, including CD&A, compensation tables, pay-versus-performance, CEO pay ratio, clawback-related disclosure, and director compensation disclosure and evolving regulations.
- Provide legal guidance on compensation committee and board materials, resolutions, governance processes, and disclosure controls related to executive pay decisions.
- Partner on Exchange Act reporting, proxy statement preparation, annual meeting matters, and shareholder engagement topics related to executive compensation.
- Support the legal and disclosure aspects of equity plan proposals, say-on-pay, and related shareholder communications.
- Advise on the compensation implications of corporate transactions and strategic events, including mergers, acquisitions, divestitures, reorganizations, executive transitions, and other matters.
- Monitor legal and regulatory developments affecting executive compensation and disclosure, and translate those developments into practical business guidance, policies, templates, and internal training.
- Help manage outside counsel and other advisors efficiently and strategically.
- As a member of the Corporate Governance & Securities Team, support other public company reporting and governance matters, including related to NIKE’s 401K Plan.
Benefits
- Accommodations to complete our interview process including screen readers, sign language interpreters, accessible and single location for in-person interviews, closed captioning, and other reasonable modifications as needed.
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What This Job Offers
Job Type
Full-time
Career Level
Senior
Education Level
Ph.D. or professional degree
