Provides assistance in corporate governance matters for the Legal Department. Directs administration of insider trading compliance program of the organization and NYSE compliance. Responsible for all aspects of director compensation. Acts as liaison to our external transfer agent, banknote company, stock exchange, custodial agents, external auditors and financial reporting and stock administration functions in all aspects of Company stock.
- Directs planning and preparation of Section 16 filings. Researches laws and regulations regarding the disclosure of individual transactions in SEC compliance regulatory framework.
- Pre-clears all purchases and sales of the Company’s securities by directors, officers and other designated employees.
- Administers all aspects of 10b5-1 trading plans from approval to execution.
- Monitors all insider accounts to ensure securities law compliance.
- Works closely with the Company’s Board of Directors, its CEO and senior officers and their personal brokers to monitor and track their individual Company stock holdings.
- Administers all personal gifting and donation requirements for the Board of Directors and Executive Officers pursuant to Rule 144.
- Reviews and approves all Fidelity Form 144 filings.
- Administers the Company’s quarterly stock dividends, including the cash funding and 1099 issuances at the Company's transfer agent.
- Primarily responsible for dealing with shareholders regarding stock issues.
- Coordinates annual prospectus delivery to all equity holders and ESPP participants.
- Prepares and files NYSE annual and interim written affirmations through the NYSE’s electronic filing platform, as well as reporting treasury shares on a quarterly basis.
- Coordinates the execution of legal disclosure documents by directors and officers, including SEC registration statements and annual disclosure on Form 10-K.
- Assists with onboarding new directors and executive officers.
- Prepares and compiles annual and periodic questionnaires for directors and officers used in preparing proxy statement.
- Responsible for particular components of the annual meeting of stockholders, including the preparation of the script, presentation materials, ballots, and coordination of the webcast.
- Directs and coordinates aspects of the annual or special meeting of stockholders, including coordination of broker search cards, proxy cards and voting tally with external tabulator.
- Administers all aspects of director compensation, including cash compensation, deferred compensation program, stock awards and matching charitable donation program.
- Keeps the Corporate Governance section of the Company’s website accurate and up to date.
- BA or BS degree and 3-5 years experience in a law firm or in house legal department
- Experience with Section 16 and corporate governance matters
- Experience with SCC and NYSE
- Strong verbal and written communication skills
- Strong attention to detail
- Ability to work well with in a fast-paced,high intensity legal department
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