Public Company Corporate Governance       

1. Ensure compliance with governance-related requirements under Delaware law, the New York Stock Exchange and the Securities and Exchange Commission, as well as other applicable laws, principles or agreements
2. Work with the SVP, DGC & Secy (i) to advise senior management, the Nominating & Board Affairs Committee and the Board on developments relating to corporate governance and related disclosures, including materials for quarterly CEO Update, and (b) to implement governance best practices
3. Prepare, as necessary, and oversee organization and distribution of, materials for Board of Directors and Committees.
4. Draft minutes of meetings of the Board of Directors and Committees.
5. Attend Board and Committee meetings, as necessary.
6. Oversee Board and Committee meeting logistics.
7. Assist Nominating & Board Affairs Committee in director searches, director orientation, D&O questionnaires, assessments, etc.
8. Ensure compliance with Corporate Governance Guidelines, Bylaws and Charter, Committee Charters, and recommend changes that may be necessary from time-to-time
9. Oversee director compensation, including deferred compensation and equity-based compensation, and work with HR and Tax on director compensation matters

Securities filings and Other Securities Matters

1. Draft and file Form 8-Ks on governance and executive compensation matters and other topics that may arise
2. Review and ensure compliance with legal requirements for the 10-K, “glossy” Annual Report to Stockholders, 10-Qs and other 8-Ks, as well as press releases
3. Supervise the filing of Section 16 forms for executive officers and directors.
4. Supervise the filing of Schedule 13Ds, 13Gs and amendments
5. Oversee filing of Registration Statements, including S-3s, S-8s and prospectuses.
6. Review and advise regarding 10b5-1 plans by executive officers, directors and others
7. Ensure compliance with Policy on Avoidance of Insider Trading
8. Coordinate stock sales, option exercises and other securities transfers for executive officers and directors

1. Have primary responsibility for drafting the Proxy Statement, including the Compensation Discussion and Analysis, and gathering and organization of information from Directors, Executive Officers, HR and Finance
2. With Investor Relations Department, communicate with investors on governance matters, proxy proposals and executive compensation issues and serve as governance contact for our institutional investors.
3. Liaise with Global Communications and Investor Relations Departments regarding logistics planning of the Annual Meeting of Stockholders
4. If necessary, review stockholder proposals and submit No-Action letters

Executive Compensation

1. Work with HR Compensation and Benefits teams on executive and equity-based compensation matters
2. Advise HR, Senior Management and the Compensation Committee (and Stock Plan Subcommittee) on executive compensation reforms
3. Review compensation contracts affecting senior executives for disclosure implications, including change-in-control agreements
4. Review materials for Compensation Committee and Stock Plan Subcommittee meetings

Equity-Based Compensation

1. Serve as primary legal counsel to the equity plan administration group
2. Provide legal review of equity agreements.
3. Work with HR on the preparation and filing of international securities filings in connection with equity-based compensation grants and provide legal review of other international filings

Other Corporate and Securities Matters

1. Act as Assistant Secretary of all domestic and certain non-U.S. subsidiaries and oversee maintenance of appropriate governance documentation for subsidiaries.
2. Supervise and work with paralegals and other in-house and outside attorneys on internal corporate reorganizations
3. Oversee revision and distribution of Corporate Structure Chart
4. Respond, or coordinate responses, to auditor requests for information, including during quarterly reviews and annual audit
5. Provide legal advice on delegations of authority.
6. Oversee updates and modifications to governance sections of internal and external company websites.
7. Track holdings of controlling-stockholders and report at least quarterly
8. Assist with, or otherwise handle, other corporate or securities matters that may arise from time-to-time

• 10 to 12 years legal experience, preferably within the corporate secretary function of a public company
• Experience with public company SEC filings of all types referred to above
• Experience working with Finance departments and auditors on compliance and transactional matters
• Interest and experience in corporate governance matters
• Constantly striving for excellence in execution
• Ability to build collaborative relationships
• Ability to initiate and embrace change
• Ability to energize and enable others
• Ability to anticipate change, face reality, draw conclusions and swiftly mobilize to changing needs and demands
• Strong written abilities
• Strong interpersonal and communications skills
• Master of Word, Excel, Outlook and Other IS Systems
• Experience with electronic board portals, matter tracking systems and subsidiary management systems