VP, Associate General Counsel - M&A and Corporate Securities

Proofpoint•Sunnyvale, CA

2d•Hybrid

About The Position

Proofpoint is seeking a seasoned, driven, and practical corporate and securities attorney to join its lean, highly regarded legal team. This role reports directly to the Chief Legal Officer and will lead the legal function for corporate, securities, and strategic transaction matters. The position is responsible for public company readiness initiatives and managing and growing a small legal team. The role involves serving as a strategic partner to various departments, including finance, accounting, people, equity, and leadership teams. The work is dynamic, involving an active deal pipeline, a leveraged capital structure, and building the foundations of a public company. This role is based at the Sunnyvale, CA headquarters, with a hybrid work model (four days in office per week for local residents) or a possibility for remote work with frequent on-site presence required.

Requirements

12+ years of corporate and securities experience, combining solid training at a top Am Law 100 firm with meaningful in-house corporate experience at a fast-paced and innovative publicly traded technology or cybersecurity company.
Working knowledge of accounting, finance, and tax concepts sufficient to effectively project manage entity governance and administrative matters across a growing global subsidiary structure.
Direct experience taking a company public or operating inside a newly public company, with IPO and initial listing work strongly preferred.
Hands-on experience leading strategic transactions, including M&A structuring, diligence, negotiation, and integration planning through post-close execution.
Experience leading public company investor engagement, including shareholder outreach, proxy advisor interactions, and the judgment calls that come with an active institutional shareholder base.
Deep familiarity with credit agreements and the debt financing rhythms of a private equity backed capital structure, including covenant compliance, amendments, and refinancings.
Deep command of Securities Act and Exchange Act requirements, proxy rules, Section 16, and exchange listing standards.
Meaningful boardroom experience, including preparing board and committee materials, presenting to directors, and advising boards and executive teams, ideally with exposure to a private equity sponsor board.
Proven ability to build and develop a team, lead through influence, get the best from outside counsel, and manage stakeholders at all levels of the organization, including the executive leadership team.
The judgment to weigh business goals, regulatory obligations, and reputational risk, and land on the practical answer.
The ability to thrive in a fast-paced, private equity backed environment and manage time-sensitive matters.
Strong project management skills and the ability to prioritize multiple competing deadlines.
Outstanding written and verbal communication skills, including the ability to advocate for a position while staying collaborative and open-minded.
Ease in using AI to improve processes and document preparation.
A highly team-oriented nature, flexibility in the types of projects assigned, and the willingness to become an expert in new matters.
Energy and a problem-solving mindset that you bring to every meeting.
Strong academic credentials.
Solid business acumen.

Nice To Haves

Experience with AI tools to enhance disclosure drafting and consistency.
Experience with AI tools to enhance disclosure drafting and stakeholder engagement.

Responsibilities

Lead legal efforts on capital markets and financing transactions, including credit agreement compliance, refinancings, and offering-related work.
Lead all legal aspects of strategic transactions, including acquisitions, tender offers, strategic investments, and partnerships, from structuring and diligence through closing and integration.
Advise senior management and the board on corporate governance trends and regulatory developments.
Run board and committee operations, including for the risk and compensation committees, covering agendas, materials, minutes, resolutions, and action items, in support of the Corporate Secretary function.
Serve as the go-to legal advisor on stock administration, executive compensation, affiliate transactions, investor relations, and shareholder matters, and oversee the Company’s equity incentive plans.
Build and own the insider trading compliance program, including policies, training, trading windows, and Rule 10b5-1 administration, incorporating automation and self-service AI tools.
Lead public company readiness initiatives end to end, from governance structures and exchange listing requirements to the full policy suite.
Stand up, then direct, the SEC reporting function (10-K, 10-Q, 8-K, Section 16) and exchange compliance, leveraging AI tools to enhance disclosure drafting and consistency.
Own the legal review of earnings materials and public announcements alongside Finance, Investor Relations, and Communications.
Design the annual meeting and proxy process ahead of need, leveraging AI tools to enhance disclosure drafting and stakeholder engagement.
Be the lawyer other teams pull into the room early, from finance and tax to corporate communications, marketing, and product compliance.
Lead internal initiatives and direct outside counsel across your areas, owning the relationships, the work quality, and the spend.
Manage, mentor, and develop members of the corporate legal team, setting the bar for quality and pace.
Serve as a director of each of the Company’s domestic and international subsidiaries (70+ and growing), overseeing entity governance and administrative matters.
Oversee the Company’s corporate insurance program, including D&O, E&O, and other key policies.
Partner with cross-functional stakeholders on the Company’s ESG and corporate responsibility program, including governance disclosures, policy development, and emerging regulatory requirements.
Manage real estate matters for the Company’s domestic and international offices, including lease negotiations, renewals, and terminations.

Benefits

Competitive compensation
Comprehensive benefits
Career success on your terms
Flexible work environment
Annual wellness and community outreach days
Always on recognition for your contributions
Global collaboration and networking opportunities
Flexible time off
Comprehensive well-being program with two paid Wellbeing Days and two paid Volunteer Days per year
Three-week Work from Anywhere option