Director SEC and Corporate Counsel

  • American Water
  • Camden, NJ, USA
  • Jul 09, 2021
Full time Other

Job Description

The Director, SEC and Corporate Counsel will serve as a member of the SEC Team, a dynamic, diverse, fully-functioning unit within American Water’s Legal Department.  The SEC Team is led by the Vice President, Chief SEC Counsel and Secretary and performs all of the securities and corporate law and corporate governance functions at American Water, as well as corporate secretarial support to the Board of Directors and certain subsidiaries.  As a unit, the SEC Team operates efficiently and seamlessly, with each member performing individual responsibilities while working cohesively and collaboratively to support and backstop each other and other teams within the Legal Department.  The team prides itself on inclusivity, mutual respect and a candid appreciation for each team member in both their professional and personal lives. We emulate the concept of working hard but together.  The effective candidate will be asked to demonstrate the ability and willingness to meld well with the SEC Team and its values, and, through their own contributions, support the team’s goals and mission as well as those of the Legal Department.

Primary Role

Reports to the Vice President, Chief SEC Counsel and Secretary and assists with respect to (1) all required periodic filings under the 1934 Act with the Securities and Exchange Commission (SEC), (2) the preparation and dissemination of the Company’s proxy statement, related proxy materials and other materials associated with the annual shareholder meeting; (3) corporate financings and other capital raising transactions, including registered public offerings of debt or equity and other financing and treasury matters, (4) beneficial ownership reporting and filings by directors and officers pursuant to Section 16 of the 1934 Act (Forms 3, 4 and 5), (5) corporate law, corporate secretary and governance matters, (6) advising various business units and personnel on disclosure matters, including compliance with Regulation FD, and (7) overseeing compliance with the requirements of the New York Stock Exchange (NYSE). This position will be required to sit in Camden, NJ.

Key Accountabilities

  • Co-leads with Vice President, Chief SEC Counsel and Secretary in work on 1934 Act filings (Forms 10-K, 10-Q, 8-K and 11-K).
  • Assists Vice President, Chief SEC Counsel and Secretary by leading the Proxy Statement Review Team tasked with the preparation, completion and distribution of the Company’s proxy statement and annual report in connection with the annual meeting of shareholders.  Assists the Vice President, Chief SEC Counsel and Secretary on the preparation and review of all materials for the annual shareholder meeting.
  • Responsible for working with and overseeing SEC Paralegal to effectuate the trading window preclearance process and executive stock ownership guidelines and stock retention requirement compliance.
  • Monitors SEC law/rule changes and trends and provides recommendations to Vice President, Chief SEC Counsel and Secretary on any changes required to current practices. 
  • May assist Vice President, Chief SEC Counsel and Secretary on beneficial ownership tracking and compliance, and works on the preparation and filing of Forms 3, 4 and 5.
  • Advises on executive and director compensation matters, including providing advice and counsel on matters relating compensation plan and related securities matters, including the preparation of registration statements on Forms S-3 and S-8 with respect to equity compensation and benefit plans.
  • Works on all American Water or American Water Capital Corp. financings, and all other public offerings, capital raising and financing transactions.  Assist in serving as the legal advisor to the Treasury team on all stock and bond transactions, credit agreements, commercial paper matters, and identified subsidiary financing issues, including transactions registered under the 1933 Act. Assist in coordinating and finalizing all legal-related closing activities.
  • Assists Vice President, Chief SEC Counsel and Secretary and Board/Corporate Governance Paralegal on various corporate secretarial matters relating to the parent company Board of Directors and Board committees that are necessary for a publicly traded company to comply with various corporate governance requirements and the listing standards of the NYSE and related requirements. This includes drafting agendas, minutes, resolutions and written consents, and reviewing board materials. Also assists or primarily responsible for corporate governance and corporate secretarial activities for specified subsidiaries.  With assistance from the SEC Paralegal, leads the subsidiary management function, including the maintenance of subsidiary officers and directors, minute book maintenance, and providing reports on director and officer changes as needed.

Knowledge/Skills

  • Must demonstrate a comprehensive and thorough knowledge of the 1933 Act, 1934 Act and the rules and regulations of the SEC under those acts, and of the requirements of the New York Stock Exchange, as well as Sarbanes Oxley Act of 2002 and the Dodd Frank Act.
  • Must demonstrate strong experience in financing transactions registered and exempt from registration under the 1933 Act, including disclosure issues. 
  • Must have a deep understanding of the Delaware General Corporation Law and be proficient in the principles and practice of major aspects of corporate law. Skilled drafter and communicator.

Experience/Education

  • Seeking 4-7 years of practice experience in a law firm, or 6-9 years of a combination of law firm and in-house experience with similar size/scale larger company with strong experience in SEC and corporate governance matters.
  • Prior experience with utilities a plus.
  • Juris Doctorate or equivalent law degree from accredited law school and license to practice in a U.S. state. Able to apply for New Jersey in-house license upon starting work or within 12 months thereafter.

Travel Requirements

  • Occasional travel may be required, some of which may be extended based on deal flow