The position title of Corporate & Securities Counsel reports directly to the EVP, Chief Legal and Administrative Officer, Corporate Secretary (“CLAO”) and is a key member of the leadership team.
This position will be responsible for preparing, managing and overseeing legal work on private to public company filings, corporate governance and corporate books / records as well as assisting on executive compensation, equity plan administration, financing activities and other matters as required. You will be responsible for, at the direction of the CLAO, overseeing the Company's compliance with all securities laws and governance requirements.
This position will also have responsibility for supporting the CLO with Corporate Secretary responsibilities, including scheduling and related logistics for Board and Committee meetings, shareholder engagement, creating and maintaining corporate records, stock transfer and supporting the annual shareholders meeting. You will also be responsible for assisting with advising Directors and Officers on board evaluations, fiduciary responsibilities, insider trading policies, governance policies/ practices, possible conflicts of interest, reputational risk and more.
The position title of Corporate & Securities Counsel reports directly to the EVP, Chief Legal and Administrative Officer, Corporate Secretary (“CLAO”) and is a key member of the leadership team.
This position will be responsible for preparing, managing and overseeing legal work on private to public company filings, corporate governance and corporate books / records as well as assisting on executive compensation, equity plan administration, financing activities and other matters as required. You will be responsible for, at the direction of the CLAO, overseeing the Company's compliance with all securities laws and governance requirements.
This position will also have responsibility for supporting the CLO with Corporate Secretary responsibilities, including scheduling and related logistics for Board and Committee meetings, shareholder engagement, creating and maintaining corporate records, stock transfer and supporting the annual shareholders meeting. You will also be responsible for assisting with advising Directors and Officers on board evaluations, fiduciary responsibilities, insider trading policies, governance policies/ practices, possible conflicts of interest, reputational risk and more.
What You’ll Do:
Handling of Corporate, Securities, and Related Matters
Oversee the Company securities matters by providing direct legal services on a broad range of matters within securities and corporate law, including work on disclosure matters relative to Regulation FD, Section 16 reporting obligations (including insider securities transaction compliance); securities offerings under the ‘33 and ‘34 Act, including debt and equity security offerings and financing arrangements such as revolving and term loans and compliance related to such arrangements.
Proactively monitor pertinent legal, regulatory and stock exchange listing changes and trends as they relate to corporate governance for a publicly-traded corporation, specifically focusing on the changing environment.
Assist with support for applicable litigation, M&A activity, contracts review, and other legal projects and department requirements as needed.
Responsible for providing legal counsel on public company debt and equity issuance, short and long term financing, intercompany lending, and related matters.
Securities Markets
Serve as liaison with the securities markets on which the Company’s shares are listed and may be responsible for ensuring the Company’s compliance with securities laws and exchange listing standards.
Monitoring or administering trading black-out periods and trading plans, and pre-clearing purchases and sales of the Company’s securities by directors, officers, and other insiders in accordance with the Company’s insider trading policy.
Understanding and complying with the stock exchange’s listing standards and annual and interim filing and notification requirements.
Preparing and filing proxy statements; Form 10-Ks, 10-Qs, and 8-Ks; and registration statements with the SEC, including annual reports, sustainability reports, 1933 Act filings and similar documents.
Stock Transfer
Maintaining shareholder records and providing for the transfer or replacement of stock certificates.
Assisting with the provision of instructions for issuance or removal of securities legends, or may advise the transfer agent as to personnel who are authorized to give instructions for issuance of shares upon equity exercise or the treatment of share repurchases by the Company.
Board and Committee Meetings
Possess understanding of the obligations of the board and board committees.
Assist with creation ofan annual calendar of activities to ensure compliance with state, federal, listing, and other requirements, as well as compliance with the Company’s own articles of incorporation, bylaws, corporate governance guidelines, committee charters, and other corporate governance documents.
Assist with preparation and collection of board and committee materials, including ensuring that materials are prepared and reviewed by all relevant members of management and board/committee leadership and, when appropriate, securely disseminated, prior to the meeting.
Assist with drafting, distributing, and maintaining minutes of board and committee meetings.
Provide Support to CLAO in Advising Directors and Officers
Responsible for supporting CLAO in advising on the administration of post employment-related plans and filings, board and board committee composition, and board and committee evaluations.
Support CLAO in advising on insider stock trading policies, ongoing director and officer education and training, regulatory and legal requirements, compliance and shareholder communications, engagement strategy, activism activities, and stewardship priorities.
Annual Meeting of Shareholders
Duties will range from creating documents supporting the event, securing space for an in-person meeting or recommending a virtual-only meeting format and associated virtual meeting platforms and service providers, ensuring adequate security, scripting and engaging relevant members of the board and management, and ensuring that the shareholder vote is accurately and impartially tabulated, recorded, and disclosed.
Support the preparation and distribution of the legal documents associated with the annual meeting, including the proxy statement and notice of meeting.
Drive negotiations with investors regarding shareholder proposals and provide soliciting proxies.
Governance
Ensure compliance with bylaws, corporate charters, and other governance documents.
Ensuring compliance with committee charters and corporate governance guidelines.
Preparing internal and external communications on governance and board related matters.
Developing and administering other corporate-wide policies and policy manuals intended to keep the Company current with governance best practices.
Responsible for interfacing with the governance rating agencies (ISS, Glass Lewis, MSCI) and interpretation and application of their policies to the Company.
Corporate Records
Assisting with creation and maintenance of critical corporate records as well as storing, retrieving, and adhering to records retention policy for such records.
Responsible for documents relating to subsidiaries, joint ventures, and other entities.
Basic Qualifications
Bachelors Degree (BA/BS).
Doctorate Degree - Juris Doctorate (J.D.) degree from a nationally recognized and accredited law school.
Admitted to the Bar of at least one state and eligible for admission to the Arizona Bar as in-house counsel.
Minimum of 5 years or more serving as a key member of, or regular securities and governance counsel to a publicly traded company.
Detailed knowledge and understanding of state and federal laws, NYSE and SEC regulations, and other standards with respect to public company reporting requirements.
Ability to demonstrate deep understanding and knowledge of relevant SEC requirements and stock exchange listing rules. Strong knowledge of NYSE listing and disclosure rules.
Experience with filing 10-K, 10-Q, proxy statement, and other SEC required filings accurately and on time.
Must be able to work comfortably in an intense, fast-paced environment, must be responsive to the needs of the board and senior management, be hands-on, and have the judgment/confidence to be able to execute under pressure in a timely manner.
Excellent communication skills required to gain the confidence of the members of board and senior management.
Demonstrated ability to work effectively with the highest level of senior management, and collaboratively with other corporate functions, including Finance, Compliance, Audit, and Investor Relations.
Ability to manage and coordinate board and committee meetings/ logistics.
Must possess excellent legal judgment and business acumen.
Preferred Qualifications
Minimum of 10+ years of legal experience as a corporate securities lawyer.
Minimum of 5 years or more corporate secretarial experience.
Member of the Arizona Bar.
Located in Phoenix, Arizona.
Certified Corporate Governance Professional and active membership in the Society of Governance Professionals and NASPP.
What You'll Get
Benefit Package including Medical, Dental, and Vision Coverage
401K w/ Company Match
Voluntary Life and AD&D Insurance and Short-Term and Long-Term Disability
Vacation/Sick Time and Paid Holidays
Potential Bonus Opportunities
Career Development Opportunities
Employee Discounts
Weekly Payroll
Diversity, Equity & Inclusion Commitment
This job description is subject to change at any time. It reflects management’s assignment of essential functions and does not exclude or restrict the tasks that may be assigned. Centuri and its subsidiary companies will provide equal employment opportunities to all applicants without regard to an applicant’s race, color, religion, sex, gender, genetic information, national origin, age, veteran status, disability, or any other status protected by federal, state or local law. Centuri will provide reasonable accommodations to allow an applicant to participate in the hiring process (e.g., accommodations for a test or job interview) if so requested.
Centuri (a subsidiary company of Southwest Gas Holdings, Inc. (SWX)) is a $3 billion strategic infrastructure services company that partners primarily with regulated utilities to help build and maintain the energy network that powers millions of homes and businesses across the United States and Canada. Guided by our values and our unwavering commitment to serve as long-term partners to customers and communities, Centuri’s more than 12,000 employees enable our customers to safely and reliably deliver electricity and natural gas and achieve their goals for environmental sustainability.Centuri operates in 43 U.S. states and 2 Canadian provinces and is comprised of 7 primary operating companies providing a comprehensive set of infrastructure solutions to blue-chip electric, gas, and combination utility clients.