Assistant General Counsel - Chief Governance Officer

Job title: Assistant General Counsel - Chief Governance Officer

About the Role As the senior executive responsible for the company’s corporate governance framework, you will ensure the Board and its committees operate effectively with the highest standards of integrity, transparency, and regulatory compliance. You will serve as a key advisor to the Board, CEO, CLO and executive leadership on governance strategy, corporate law matters, and stakeholder engagement.

What You'll Do

• Lead and oversee the company’s governance framework, board operations, corporate recordkeeping, securities compliance, and governance-related disclosure.
• Prepare and support materials for Board and Committee meetings, including drafting agendas, narratives, and proposed resolutions, and coordinating with the CEO and senior executives on presentations.
• Advise the Board, CEO and senior management on governance trends, regulatory changes, and investor/proxy expectations; ensure compliance with SEC, Nasdaq and applicable regulatory filings (including Irish law where relevant).
• Oversee annual proxy statement preparation, Section 16 filings, 10-K/10-Q disclosures, and governance-related disclosures; contribute governance input to annual reports and stakeholder communications.
• Manage the annual meeting of shareholders, shareholder proposals, voting processes, and investor communications; maintain corporate secretary records and attendance docs.
• Maintain regular engagement with senior Law Department leadership, Board members, and external entities; compile and distribute Board/Committee materials via BoardVantage.
• Oversee director compensation, D&O questionnaires, onboarding for new directors, and the company’s insider trading policy (stock windows and blackout notices).
• Manage entity management and corporate services, including incorporations, amendments, qualifications, withdrawals, name changes, and license tracking.
• Maintain subsidiaries and related licenses across jurisdictions.

What We're Looking For

• Juris Doctor from an accredited U.S. law school; admission to at least one state bar; 12+ years in corporate governance, corporate law, and securities regulation; experience as corporate secretary or deputy preferred.
• Proven track record supporting public company boards and executive leadership teams.
• Deep understanding of SEC and stock exchange rules, governance best practices, and fiduciary duties.
• Exceptional judgment and integrity; strong communication skills with directors and senior leaders; ability to manage complex and sensitive matters confidentially; leadership presence and influence.
• Ability to effectively and confidentially manage complex and/or sensitive matters.

Nice to Have

• Prior experience serving as corporate secretary or deputy (preferred).

Compensation & Benefits

• Competitive compensation and an outstanding benefits package, including health, dental, disability and life insurance; paid holidays and vacation; 401(k) matching; pension benefits; employee discount program; and opportunities for educational and professional growth. Additional compensation may vary depending on position and level.