Corporate Governance & Securities Counsel Director - Contractor

Department: Legal

Employment Type: Contract

Location: US-Arizona-Tempe-Corp HQ

Description

Role expectations

• Lead governance processes supporting the Board of Directors and its committees.
• Drive continuous improvement of Align's corporate governance framework and governance best practices.
• Advise executive leadership on governance matters and emerging governance trends.
• Lead preparation and review of Board and committee agendas, materials, resolutions, minutes, and annual shareholder meeting documentation.
• Ensure compliance with corporate governing documents, committee charters, governance guidelines, and Board policies.
• Develop and implement governance policies, procedures, and operating standards that enhance Board effectiveness and organizational efficiency.
• Conduct governance research and prepare briefing materials, recommendations, and resolutions for executive leadership, the Board and its committees.
• Build and maintain strong relationships with Board members, executive leadership, external counsel, auditors, and regulatory bodies.

• Lead and coordinate significant aspects of SEC reporting and disclosure processes, including Forms 10-K, 10-Q, 8-K, S-8, Proxy Statements, and other required filings.
• Oversee insider trading compliance programs, including policy administration, Section 16 reporting, Rule 144 matters, and 10b5-1 trading plan reviews.
• Monitor and assess new and proposed securities laws, SEC regulations, Nasdaq listing requirements, and governance developments impacting Align.
• Develop recommendations and implementation plans to address regulatory changes, governance trends, and disclosure obligations.
• Partner with executive leadership and subject matter experts to strengthen disclosure controls, governance controls, and compliance processes.
• Partner with Finance, Investor Relations, and executive leadership on earnings preparation activities, including disclosure reviews, executive scripts, earnings releases, and investor-facing communications.
• Oversee management and negotiation of investments, borrowing and lending agreements, bond issuances and other financial instruments along with Business Development, Tax, Treasury and other departments.

• Partner closely with Finance, Treasury, Tax, Investor Relations, Human Resources, Executive Compensation, and Corporate Communications on governance, disclosure, and compliance matters.
• Partner on strategic transactions, entity restructurings, due diligence efforts, and other corporate initiatives.
• Advise on governance implications associated with organizational changes, strategic priorities, and emerging risks.
• Support equity plan administration and governance related to executive compensation and stock programs.

• Oversee Align's global subsidiary framework. 
• Develop policies, standards, and processes for entity formation, maintenance, governance compliance, and dissolution activities. Conduct periodic governance reviews and compliance assessments across domestic and international entities. 
• Lead entity organizational transformation, simplification, and process improvement initiatives that enhance efficiency, compliance, risk management, and operational effectiveness. 
• Develop governance reporting, dashboards, metrics, and management processes to improve visibility, decision-making, and executive oversight. 
• Partner with internal and external stakeholders to strengthen entity governance practices, support strategic priorities, and ensure Align remains aligned with evolving regulatory, governance, and public company requirements.

• Lead governance and securities modernization initiatives that leverage AI, automation, and digital technologies to improve effectiveness, scalability, and compliance. 
• Drive process simplification and operational excellence across Board governance, SEC reporting, and entity management activities. 
• Serve as a change leader who champions innovation, continuous improvement, and adoption of new ways of working across Legal and corporate functions.

What we're looking for

• Juris Doctor (JD) degree from an accredited law school and active license to practice law in at least one U.S. jurisdiction. 
• 12+ years of corporate legal experience within a sophisticated law firm and/or publicly traded company legal department. 
• Significant experience supporting SEC reporting, securities law compliance, corporate governance, Board matters, financing arrangements, and public company obligations. 
• Strong knowledge of SEC regulations, Nasdaq listing standards, SOX, Dodd-Frank requirements, insider trading regulations, and corporate governance best practices. 
• Proven ability to advise executive leadership and influence decisions on complex governance, disclosure, and compliance matters. 
• Experience partnering across Finance, Treasury, Investor Relations, Tax, Human Resources, Executive Compensation, and senior leadership teams. 
• Experience overseeing and managing outside counsel activities and budgets.
• Demonstrated success leading cross-functional initiatives through influence, driving process improvement, and delivering operational excellence. 
• Experience leveraging technology, automation, AI, or digital solutions to improve governance, compliance, or reporting processes. 
• Excellent business judgment, executive presence, written communication, organizational and project management skills. 
• Ability to manage multiple priorities in a fast-paced, global environment while maintaining the highest standards of integrity and ethics. 
• Experience supporting subsidiary governance, proxy statements, annual shareholder meetings, and related public company governance activities required. 
• Familiarity with Intelligize, Workiva/Wdesk or similar research, governance and reporting platforms preferred.