Senior Counsel, Corporate Governance and Securities

Role Description

The Senior Counsel, Corporate Governance and Securities performs a variety of duties within the Corporate Governance team in the Legal department, focusing on securities law compliance and corporate governance for a publicly traded company. This position plays a key role in supporting all Board and committee activities and ensuring compliance with SEC reporting obligations, NYSE listing requirements, insider trading regulations, executive compensation and ESG-related matters, while also advising on corporate governance best practices. Reporting to the Vice President and Chief Counsel, Governance and Business Development, the position will collaborate and work cross-functionally with senior leaders and other key stakeholders in the SEC reporting, finance, investor relations, communications, stock administration, HR, legal and compliance teams to ensure corporate governance and public company best practices.

Responsibilities

• Review and prepare Board and Committee materials, assist with meeting preparation and drafting of minutes.
• Frequent and direct interaction with the Board of Directors and in particular the Corporate Governance and Sustainability Committee.
• Prepare regular updates on corporate governance trends.
• Assistance with preparation of '34 Act filings, Section 16 and other required SEC filings.
• Provide legal support for the quarterly earnings process.
• Responsible for preparation of proxy statement, and related tasks.
• Planning and execution of Annual Shareholders Meeting.
• Ensure compliance with SEC and NYSE listing requirements and monitor regulatory activity and changes.
• Participation in shareholder communications and engagement process, including with respect to ESG matters.
• Support public company ESG and sustainability reporting efforts.
• Support Treasury activities, including credit facilities, share repurchases, bond deals and other securities offerings.
• Provide legal guidance on executive compensation disclosures and equity compensation programs.
• Administer Rule 10b5-1 trading plans, insider trading policies trading blackout periods and stock plan compliance.
• Manage shareholder relations function, including relationship with transfer agent and maintaining shareholder services records.
• General corporate matters.
• Partner with cross-functional teams on various projects that present securities and/or corporate governance issues.

Education and Experience

• Juris Doctor (JD) or equivalent law degree from an accredited institution.
• Admission to at least one U.S. state bar or an equivalent legal qualification in another jurisdiction.
• Minimum of 7 years experience in a law firm working in Corporate Governance and/or Securities advising public companies and/or in-house at a public company; in-house experience preferred but not required.
• Must have knowledge of Board and Committee functions and governance documents.
• Ability to work independently while collaborating with SEC reporting, finance, investor relations, communications, compliance, stock administration and HR teams.
• Must have experience preparing, reviewing and working cross-functionally on SEC filings, including '34 Act and Section 16 filings and proxy statements.
• Experience reviewing and advising on external disclosures, including press releases, earnings releases, and investor communications.
• Deep knowledge of federal securities laws, including the Securities Act of 1933, Exchange Act of 1934, Sarbanes-Oxley and Reg FD.
• Strong understanding of insider trading laws, executive compensation disclosures, and stock plan administration.
• Knowledge of corporate governance trends, issues and emerging hot topics.
• Familiarity with NYSE and other applicable stock exchange regulations strongly recommended.

Technical Skill Requirements

• Possess sound and practical business judgment and decision-making skills.
• Exhibit excellent oral and written communication skills.
• Superior organizational skills and the ability to handle multiple projects simultaneously.
• Strong project management and process improvement skills.
• Possess strong interpersonal skills and the ability to interact with all levels of management throughout the organization.
• Highly-organized and able to oversee multiple, complex projects simultaneously in a fast-paced environment.

Physical Position Requirements

• Work with global teams located in multiple time zones.
• Hybrid working environment, with approximately 50% of time (2-3 work days per week) required on-site at the company's headquarters office in Parsippany, NJ.

Any unsolicited resumes sent to Zoetis from a third party, such as an Agency recruiter, including unsolicited resumes sent to a Zoetis mailing address, fax machine or email address, directly to Zoetis employees, or to Zoetis resume database will be considered Zoetis property. Zoetis will NOT pay a fee for any placement resulting from the receipt of an unsolicited resume.

Zoetis will consider any candidate for whom an Agency has submitted an unsolicited resume to have been referred by the Agency free of any charges or fees. This includes any Agency that is an approved/engaged vendor but does not have the appropriate approvals to be engaged on a search.