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Director, Legal Counsel – Securities and Corporate Governance

Reporting to the Deputy Chief Counsel, the Director, Legal Counsel - Securities and Corporate Governance is a key role within the Office of Corporate Governance (OCG), which is responsible for corporate governance, securities compliance, and regulatory matters for the company. This position will serve as an Assistant Corporate Secretary, ensuring the Board of Directors and senior management adhere to best governance practices while also managing the company’s compliance with securities laws and stock exchange regulations. The ideal candidate will have ten (10) plus years of legal experience in corporate governance, public company reporting, and securities law compliance, with a deep understanding of Securities and Exchange Commission (SEC) and stock exchange regulations.

What you will do:

+ Serve as an Assistant Corporate Secretary, attending board and committee meetings and assisting with agenda preparation, minute-taking, and documentation of resolutions.

+ Advise the Board of Directors, executive leadership, and committees on corporate governance matters, fiduciary duties, and best practices.

+ Draft and maintain corporate governance documents, including board charters, bylaws, shareholder agreements, and policies.

+ Ensure corporate governance compliance with corporate law, SEC regulations and stock exchange listing requirements (NYSE).

+ Oversee the planning and execution of the annual shareholder meeting, including proxy statement preparation and compliance with SEC proxy rules.

+ In partnership with the external reporting, investor relations, executive compensation teams and other OCG team members, work on the preparation and filing of all securities filings, including 8-Ks, proxy statements, Section 16 filings (Forms 3, 4, and 5), and other required disclosures.

+ Ensure compliance with securities laws, stock exchange rules, and corporate governance regulations.

+ Oversee insider trading compliance, including administration of blackout periods, tracking stock ownership, and managing the company’s equity compensation plans.

+ Monitor SEC and stock exchange rule changes, advising senior leadership on regulatory updates and their impact.

+ Advise on M&A transactions, capital market activities, and corporate finance matters from a governance and securities law perspective.

+ Assist with due diligence, regulatory filings, and disclosures related to equity offerings, and financing transactions.

+ Ensure compliance with state and federal regulations, including corporate registrations and subsidiary governance.

+ Advise on corporate compliance programs related to corporate governance, securities laws, and insider trading policies.

+ Provide legal guidance on corporate structure, intercompany agreements, and entity management.

What you have

+ Juris Doctor (JD) from an accredited law school and active membership in a state bar association.

+ Minimum of seven (7) years of legal experience in a law firm or public company dealing with corporate law matters; ideal candidate will have ten (10) plus years of legal experience.

+ Working knowledge of corporate governance requirements, SEC regulations and stock exchange requirements.

+ Experience preparing securities disclosure including proxy statements, Form 8-Ks, and Section 16 filings.

+ Excellent writing and communications skills.

+ Demonstrated ability to handle confidential information with professionalism and discretion.

+ Authorization to work in the U.S. now and in the future without requiring sponsorship for a U.S. work visa.

+ Base Compensation: $136,900- $304,2000. Your compensation may be different. Talk with your Talent Advisor to learn more. In addition to the salary range, this role is also eligible for bonus or other incentive opportunities.

What’s in it for you

At Schwab, we’re committed to empowering our employees’ personal and professional success. Our purpose-driven, supportive culture, and focus on your development means you’ll get the tools you need to make a positive difference in the finance industry. Our Hybrid Work and Flexibility approach balances our ongoing commitment to workplace flexibility, serving our clients, and our strong belief in the value of being together in person on a regular basis.

We offer a competitive benefits package that takes care of the whole you – both today and in the future:

+ 401(k) with company match and Employee stock purchase plan

+ Paid time for vacation, volunteering, and 28-day sabbatical after every 5 years of service for eligible positions

+ Paid parental leave and family building benefits

+ Tuition reimbursement

+ Health, dental, and vision insurance

What’s in it for you:

At Schwab, we’re committed to empowering our employees’ personal and professional success. Our purpose-driven, supportive culture, and focus on your development means you’ll get the tools you need to make a positive difference in the finance industry. Our Hybrid Work and Flexibility approach balances our ongoing commitment to workplace flexibility, serving our clients, and our strong belief in the value of being together in person on a regular basis.

We offer a competitive benefits package that takes care of the whole you – both today and in the future:

401(k) with company match and Employee stock purchase plan

Paid time for vacation, volunteering, and 28-day sabbatical after every 5 years of service for eligible positions

Paid parental leave and family building benefits

Tuition reimbursement

Health, dental, and vision insurance

Schwab is an affirmative action employer, focused on employing and advancing in employment, qualified women, racial and ethnic minorities, protected veterans, and individuals with disabilities in the workplace. If you have a disability and require reasonable accommodations in the application process, contact Human Resources at [email protected] or call 800-275-1281.