Head of Corporate Governance and Securities

1 week ago

Providence, Rhode Island, United States Lumen Full time
About Lumen

Lumen is a leading provider of communication and technology services, connecting people, data, and applications across the globe. Our mission is to ignite business growth by delivering innovative solutions that drive success.

We're committed to creating a culture of teamwork, trust, and transparency, where our employees can thrive and make a meaningful impact. Our dedication to workplace inclusion and employee support has earned us recognition as one of the greatest workplaces for diversity and a perfect score on the Human Rights Campaign Corporate Equality Index.

The Role

We're seeking an exceptional public company attorney to serve as Head of Corporate Governance and Securities, leading our Corporate Secretary function and reporting to our Chief Legal Officer. This role will play a critical part in ensuring adherence to public company reporting requirements, preparing high-quality materials for the Board and its committees, and driving entity management and governance.

This is an outstanding opportunity for a seasoned attorney to build and shape a world-class governance function, with potential for broader leadership in the department during a period of transformation and innovation at Lumen.

Main Responsibilities
  • Advise on and support corporate securities and SEC reporting and compliance matters, including SEC periodic reports, Section 16 filings, proxy statements, annual reports, earnings releases/calls, investor presentations, and other external communications.
  • Oversee preparation of annual proxy statement and annual stockholders meeting, including responses to stockholder proposals and no-action requests for exclusion of proposals.
  • Support insider trading policy and compliance program, including advising on trading windows and 10b5-1 plans, ensuring compliance with Section 16 filing requirements, and providing clearances for trading.
  • Support Lumen's Board of Directors and principal Board committees, including preparation of Board and committee materials and meeting minutes.
  • Advise on corporate governance matters, including corporate law questions, charter and bylaw provisions, governance guidelines, independence and related party transactions matters, Board committee charters, and other governance policies.
  • Engage with stockholders on public company governance-related matters, including participating in engagement calls and meetings with investors and proxy advisors.
  • Provide legal support for Treasury activities, including share repurchase programs, capital market transactions, and corporate finance matters.
  • Collaborate with other Lumen in-house attorneys, personnel, and outside advisors on corporate matters.
  • Advise and work closely with key stakeholders, including senior executives, Accounting, Investor Relations, Treasury, Tax, Risk, Compliance, HR, ESG, and business functions.
What We Look For in a Candidate
  • A JD degree with excellent academic credentials.
  • 12+ years of relevant securities ('33 and '34 Act) and corporate governance experience, including both law firm and in-house public company experience.
  • Experience with general corporate matters, including debt financing and M&A transactions is strongly preferred.
  • Experience with telecommunications and technology companies preferred, though not required. Experience in a highly regulated industry will be an advantage.
  • Excellent interpersonal, written, and oral communications skills and a high level of EQ.
  • Excellent project management skills, well organized, with the ability to thrive in a fast-paced work environment and manage numerous projects simultaneously under deadline pressure.
  • A high level of intellectual, professional, and interpersonal agility and flexibility, combined with strong analytical and problem-solving skills.
  • Team-oriented and able to work collaboratively and effectively with business clients, counterparts in other functions involved in Board and governance activities, including Finance, Treasury, Accounting, Human Resources, and the office of the CEO, as well as other legal department members.
  • Unquestioned ethics and integrity, sound judgment, and high tolerance for ambiguity.

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