Director - Legal Counsel, Securities & Corporate Governance
Your Opportunity
Your opportunity
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 public company matters for Schwab. 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, and executive leadership, on corporate governance matters, fiduciary duties, and best practices.
- Draft and maintain corporate governance documents, including board charters, bylaws, and governance policies.
- Ensure corporate governance compliance with corporate law, SEC regulations and stock exchange listing requirements (NYSE).
- Oversee the planning and execution of the annual stockholder 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 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.
- 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 you are good at
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.
Why Schwab?
At Schwab, “Own Your Tomorrow” embodies everything we do! We are committed to helping our employees unleash their potential and achieve their dreams. Our employees get to play a central role in disrupting a multi-trillion-dollar industry, creating a better, more modern way to build and manage wealth. We’re a modern financial services firm that stands apart from the industry, where you can go as far as your ambition takes you.
Hear from employees: What’s it like to work at Schwab!
The benefits of working at Schwab : a package designed to empower your health, wealth, career and life. Schwab is committed to building a diverse and inclusive workplace where everyone feels valued.
As an equal employment opportunity employer, our policy is to provide equal employment opportunities to all employees and applicants without regard to any status that is protected by law. (Please click here to see policy.)
Schwab is also an affirmative action employer, focused on advancing women, minorities, veterans, and individuals with disabilities in the workplace. We believe diversity and inclusion are part of our success as a company and our purpose of serving every client with passion and integrity.