SEC & Corporate Governance Attorney

cerence; United States; On-site; USD 168,000 - 253,000; Full time

Benefits offered by this job

Annual bonus

Insurance coverage

Paid time off

Paid holidays

Equity awards

Hybrid work available

Job summary

Cerence is seeking an experienced SEC & Corporate Governance Attorney to lead U.S. securities compliance, disclosures, and governance for a public company. You will collaborate with executives, finance, investor relations, HR, internal audit, and the board.

Responsibilities include SEC filings, Regulation FD, governance policy development, board materials, and executive compensation disclosures, with ongoing support for strategic transactions and risk management.

Qualifications

• 7–10 years of relevant experience in public company securities law, governance, and capital markets.
• Experience with SEC reporting, disclosures, and Section 16 requirements.
• Familiarity with Nasdaq listing standards and governance best practices.
• Experience at a major law firm or publicly traded company.

Responsibilities

• Lead review and preparation of SEC filings (10-K, 10-Q, 8-K, DEF 14A) and disclosures.
• Advise on securities laws, Regulation FD, insider trading, and governance matters.
• Support Board materials, governance policies, and shareholder communications.
• Oversee executive compensation disclosures and equity program considerations.
• Support M&A and capital markets activities, due diligence, and disclosures.

Skills

Strong business judgment

Executive presence

Legal drafting

Stakeholder management

Regulatory knowledge

Education

Juris Doctor (J.D.) from an accredited law school

Job description

A Moving Experience.

Position Summary
We are seeking an experienced SEC & Corporate Governance Attorney to serve as a key member of the Legal team supporting a publicly traded company. This individual will lead and advise on U.S. securities law compliance, SEC reporting and disclosure obligations, corporate governance matters, insider trading compliance, executive compensation disclosures, and Board of Directors activities.

The successful candidate will partner closely with Executive Leadership, Finance, Investor Relations, Human Resources, Internal Audit, and the Board of Directors to ensure compliance with applicable securities laws and governance requirements while supporting strategic business initiatives.

Key Responsibilities

SEC Reporting & Securities Compliance

• Lead legal review and preparation of SEC filings, including Forms 10-K, 10-Q, 8-K, Proxy Statements (DEF 14A), Section 16 filings, and other required disclosures.


• Advise on securities law requirements under the Securities Act of 1933 and Securities Exchange Act of 1934.


• Provide legal guidance regarding Regulation FD, insider trading regulations, disclosure controls, and public company reporting obligations.


• Monitor regulatory developments, SEC rulemaking, and emerging disclosure requirements and assess business implications.


• Support earnings releases, investor presentations, and public disclosure activities.

Corporate Governance

• Advise management and the Board regarding public company governance requirements and best practices.


• Prepare and review Board and Committee materials, resolutions, minutes, governance policies, and charters.


• Maintain corporate governance framework, including governance guidelines and committee structures.


• Support annual shareholder meeting planning and proxy processes.


• Assist with shareholder engagement activities and responses to governance inquiries.

Executive Compensation & Equity Programs

• Partner with Human Resources and Compensation teams regarding executive compensation disclosures.


• Support equity compensation plans, equity grants, and related securities law compliance.


• Review and advise on CD&A and executive compensation disclosures included in proxy statements.


• Provide legal guidance regarding Say-on-Pay, equity plan proposals, and shareholder approval requirements.

Corporate Transactions & Strategic Initiatives

• Support mergers and acquisitions, financing transactions, capital markets activities, and strategic investments.


• Conduct legal due diligence and provide securities law guidance for corporate transactions.


• Review and negotiate transaction-related disclosures and governance provisions.

Compliance & Risk Management

• Administer compliance programs.


• Develop and deliver training on securities law and governance matters.


• Identify, assess, and mitigate legal and regulatory risks.


• Coordinate with external counsel, auditors, and regulatory authorities as needed.

Qualifications

Required

• Juris Doctor (J.D.) from an accredited law school.


• Active membership in at least one U.S. state bar.


• 7-10 years of relevant legal experience in: Public company securities law


• SEC reporting and disclosure


• Corporate governance


• Capital markets and corporate transactions


• Experience at a major law firm, publicly traded company, or combination of both.


• Deep understanding of: Securities Exchange Act of 1934


• Securities Act of 1933


• Regulation FD


• Section 16 requirements


• Nasdaq listing standards


• Corporate governance best practices

Preferred

• Experience supporting technology, software, AI, or multinational public companies.


• Experience advising Boards of Directors and executive leadership teams.


• Familiarity with executive compensation and equity compensation matters.


• M&A and capital markets transaction experience.

Key Competencies

• Strong business judgment and practical problem-solving skills


• Exceptional legal drafting and written communication abilities


• Executive presence and ability to influence senior stakeholders


• Ability to assess legal risk while enabling business objectives


• Strong project management and organizational skills


• Ability to work independently in a fast-paced public company environment


• High degree of integrity, discretion, and professionalism

What we offer

• Salary range $168,470.00 USD- $252,705.00 USD It is not typical for offers to be made at or near the top of the range. The actual salary will be determined based on experience and other job-related factors.


• Annual bonus opportunity


• Insurance coverage (medical, dental, vision, life, and disability)


• Paid time off


• Paid holidays


• Company contribution to the RRSP (Registered Retirement Savings Plan)


• Equity awards for certain positions and levels


• Remote and/or hybrid work available depending on the position All compensation and benefits are subject to the terms and conditions of the underlying plans or programs, as applicable, and may be amended, terminated, or replaced