Senior Counsel - Executive Compensation and Benefits

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Senior Counsel - Executive Compensation and Benefits
The candidate will advise on executive and broad-based compensation program design and structure, and the impact of design decisions on internal and external stakeholders. Advise on compensation practices, including monitoring such practices considering changing legal requirements and evolving best practices. Advise on Company-wide, stock-based compensation programs; strong technical knowledge of relevant U.S. federal tax and securities laws is required. Advise on ERISA and federal tax laws relating to employee benefit, health and welfare plans, and wellness initiatives. Advise on defined contribution plans and non-qualified plans (including 401(K), deferred compensation); Section 409A experience preferred. Provide expert legal advice to the Administrative Committee. Advise and assist on securities regulation matters, including. Lead drafting of proxy statements (with particular focus on the CD&A) and assist with other 34’ Act compliance/disclosure matters, including the preparation of S-8 registration statements and Form 8-Ks, and review of 10-Ks and 10-Qs, particularly as related to compensation and benefits matters. Manage trading compliance program and oversee Section 16 compliance, including all related filings, and other trading compliance matters. Understanding of Section 16 rules required. Assist with various corporate governance matters (e.g., stockholder proposals, Board and Committee support), in particular, as such matters relate to compensation and benefits matters. Advise on state corporate law and stock exchange listing standards compliance, in particular, as such compliance relates to compensation and benefits matters. Assist with outreach effort to key shareholders and proxy advisory groups. Assist client groups with vendor and consultant contract drafting, review and negotiation. Work under general direction and oversight of supervisor; responsible for keeping supervisor informed as projects and matters proceed. Develop strong working relationships and trust with the executive management team and client groups. Work closely and collaboratively with non-attorney staff. Recommend policy, process and/or practice changes. Develop appropriate training materials and helps conduct training sessions for client business groups.

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