Assistant General Counsel, Governance & Executive Compensation

Assistant General Counsel – Governance & Executive Compensation

The Role: S&P Global Mobility is seeking an energetic, business-minded and self-motivated attorney with 10-15 years of proven governance and executive compensation legal experience gained at a leading national law firm and/or in-house (ideally at a publicly-traded company) to join its corporate legal team. In this position, the successful candidate will interface with members of the company’s executive and HR teams to manage and execute on a broad range of initiatives in the areas of compensation committee and board governance and disclosure matters, executive compensation, incentive compensation plans, as well as retirement plans, health and welfare plans, and deferred compensation arrangements. The candidate will support a business of approximately $1.8 billion in revenue and 3,500 employees world-wide as it becomes an independent public company.

Reporting Line and Location: This position reports directly to the Deputy General Counsel and is based in Centreville, Virginia.

What’s In It For You

• Dynamic, fast-paced environment
• Provide crucial support to the Compensation Committee, Leadership team, and the company at large
• Ownership of independent projects and collaborate with stakeholders across the company
• Exposure to company-initiatives and projects led by the Deputy General Counsel
• Opportunity for growth and development
  
  

Key Responsibilities / Percent Of Time

• Executive compensation & disclosure (70%) – advise on:
• All aspects of executive compensation, including corporate, securities, disclosure, tax and governance issues
• Equity, incentive compensation and commission plan design, interpretation and tax and regulatory compliance
• Efforts to prepare, implement and refine best-in-class practices, policies, guidelines, tools, programs and forms that align with the company’s employee engagement strategy, values and business goals
• Executive employment, severance and change-in-control agreements for compensation/benefit-related issues
  
  

• Governance (30%) – advise on:
• Governance best practices, ISS/Glass Lewis and Dodd-Frank and best practices developments
• Compensation Committee agendas, resolutions, materials and minutes
• Board of director independence and related-party transaction rules
• Director and officer questionnaires and the annual board survey
• Annual shareholder meeting, including the meeting script, logistics, and coordination with the inspector of elections and transfer agent
• Federal and state securities law (including
• 16 insider transaction reporting, proxy filing, and Form 8-Ks), Dodd-Frank, Sarbanes–Oxley, tax code (including
• 409A), and NYSE requirements
• Plan fiduciary and governance matters for the Pension Investment Committee of the Board
  

Knowledge & Experience

• J.D. from a top law school with exceptional academic credentials and at least 10-15 years of relevant experience gained at a leading law firm and/or in-house (ideally at a publicly-traded company) in roles of increasing responsibility.
• JD or LLM from an accredited law school and maintains active bar membership in at least one US state.
• Candidate must have familiarity with securities law, disclosure requirements, registration rules, NYSE Listing Standards, and proxy advisor policies applicable to executive compensation programs.
• Demonstrated experience advising on the design, structuring, and implementation of cash‑ and equity‑based compensation programs, including executive and broad‑based incentive plans, as supporting compensation governance.
• Candidate must be highly analytical and have exceptional business and legal issue identification and problem-solving skills.
• Requires a practical, business-oriented approach to problem-solving; candidate must be able to effectively counsel internal clients by providing them with clear, concise and commercial advice, and creative solutions where necessary, on established timelines to meet their business needs.
• Candidate must be able to operate autonomously while being a team player who brings a positive, “can do” attitude to the workplace and works collaboratively with other members of the Legal team and with internal clients.
  
  

Preferred Qualifications

• Successful track record of in-house or similar advisory experience.
• Experience with Diligent or similar electronic distribution portal for board materials and wDesk for SEC filings is a plus.
• Experience advising on and drafting equity award agreements, incentive plans and guidelines, executive employment, change‑in‑control, severance, and retention agreements, and nonqualified deferred compensation arrangements.
• Strong working knowledge of rules and regulations impacting compensation programs, including executive compensation tax rules such as Internal Revenue Code Sections 83, 409A, 162(m), and 280G.
• Excellent written communication and interpersonal skills.
• Experience supporting compensation related matters in connection with mergers and acquisitions, including due diligence and integration support.
  
  

About S&P Global Mobility: S&P Global has recently announced the intent to separate our Mobility Segment into a standalone public company.

Right to Work Requirements: This role is limited to persons with indefinite right to work in the United States.

If you like wild growth and working with happy, enthusiastic over-achievers, you'll enjoy your career with us!

It is the policy of Mobility to provide equal employment opportunity (EEO) to all persons regardless of age, color, national origin, citizenship status, physical or mental disability, race, religion, creed, gender, sex, sexual orientation, gender identity and/or expression, genetic information, marital status, status with regard to public assistance, veteran status, or any other characteristic protected by federal, state or local law. In addition, Mobility will provide reasonable accommodations for qualified individuals with disabilities.