Senior Corporate Counsel

Palo Alto Networks; California; On-site; USD 180,000 - 292,000; Full time

Job summary

Palo Alto Networks is seeking a highly skilled Senior Corporate Counsel to join our corporate legal team in Santa Clara, CA. You will handle governance, securities, and compensation matters, collaborating with Accounting, Equity, Finance, Investor Relations, People, and Tax.

This is a high-impact, autonomous role reporting to the Senior Director, Assistant General Counsel, Corporate, Securities, and M&A.

Qualifications

• Attorney admitted to the bar in at least one U.S. state.
• JD or equivalent degree required.
• Minimum 5 years of legal experience with corporate/securities or compensation matters.
• Experience with proxy statements and compensation-related matters.
• Deep knowledge of SEC reporting, securities laws, and listing requirements.
• Strong issue-spotting, analytical, and advisory communication skills.
• Ability to lead across functions in a dynamic environment.

Responsibilities

• Assist with preparation and review of SEC filings, periodic and annual reports, proxy statements, and registration statements.
• Advise on executive compensation and employee benefits, including equity plan administration.
• Assist with corporate governance materials and public-company policies.
• Review public-facing corporate communications, including earnings materials and investor presentations.
• Oversee Section 16 reporting and 10b5-1 compliance programs.
• Support equity compensation and benefit aspects of strategic transactions, including M&A.
• Assist with maintenance of subsidiaries and entity structuring.
• Manage outside counsel on various matters.

Skills

Bar admission

JD or equivalent

5+ years experience

Proxy statements

SEC reporting

Securities laws

Stock exchange listing

In-house counsel California

Issue-spotting

Leadership

Cross-functional collaboration

Self-starter

Education

JD or equivalent

Job description

Our Mission

At Palo Alto Networks®, we’re united by a shared mission—to protect our digital way of life. We thrive at the intersection of innovation and impact, solving real-world problems with cutting-edge technology and bold thinking. Here, everyone has a voice, and every idea counts. If you’re ready to do the most meaningful work of your career alongside people who are just as passionate as you are, you’re in the right place.

Who We Are

In order to be the cybersecurity partner of choice, we must trailblaze the path and shape the future of our industry. This is something our employees work at each day and is defined by our values: Disruption, Collaboration, Execution, Integrity, and Inclusion. We weave AI into the fabric of everything we do and use it to augment the impact every individual can have. If you are passionate about solving real-world problems and ideating beside the best and the brightest, we invite you to join us! We believe collaboration thrives in person. That’s why most of our teams work from the office full time, with flexibility when it’s needed. This model supports real-time problem-solving, stronger relationships, and the kind of precision that drives great outcomes.

Job Summary

Your Career

Palo Alto Networks is looking for a highly skilled and experienced Senior Corporate Counsel to join our dynamic corporate legal team. You will play a key role assisting on our company’s corporate governance, securities law, and compensation matters. You will work closely with your primary stakeholders, including Accounting, Equity, Finance, Investor Relations, People, and Tax, while being an important resource for your colleagues on a global basis. This position will be located in Santa Clara, CA, and report to the Senior Director, Assistant General Counsel, Corporate, Securities, and M&A. This is an exciting opportunity for someone who is intellectually curious, creative, and able to identify and resolve legal and business issues that arise in the context of the company’s strategic goals and risk thresholds. This position requires a high degree of self-sufficiency, independent judgment, and a results-oriented approach.

Your Impact

• Assist with preparation and review of SEC filings, including periodic and current reports, our annual proxy statements for shareholder meetings, and registration statements.


• Advise on a broad range of executive compensation and employee benefits matters, including equity plan administration, securities law compliance, governance and related processes.


• Assist with corporate governance matters, including preparing Board and Committee materials and maintaining and operationalizing public-company policies.


• Support review of public-facing corporate communications, including earnings materials and investor presentations.


• Support oversight of Section 16 reporting, 10b5-1 plans, and related compliance programs.


• Provide legal support on equity compensation and benefits aspects of strategic transactions, including M&A.


• Assist in overseeing maintenance of subsidiaries, supporting internal entity expansion, and advising on entity structuring, tax reorganizations and related matters.


• Support the management of outside counsel on various matters.

Qualifications Required Experience

• Must be an attorney admitted to the bar in at least one U.S. state, and eligible to obtain registered in-house counsel status in California.


• Must have a JD or equivalent.


• At least 5 years of legal experience, with significant experience in advising on corporate and securities law and/or compensation and benefits matters.


• Experience in proxy statement preparation, in particular regarding compensation-related matters.


• Advanced knowledge of SEC reporting requirements, securities laws, and stock exchange listing requirements.


• Experience quickly issue-spotting, analyzing, and clearly communicating advice on comply legal issues.


• Ability to lead, act, and provide direction in the face of ambiguity.


• Excellent interpersonal skills, sound business judgment, and strategic thinking.


• Strong collaboration skills to successfully work across business functions and geographies.


• Self-start who is intellectually curious, and thrives in a dynamic environment.

Compensation Disclosure

The compensation offered for this position will depend on qualifications, experience, and work location. For candidates who receive an offer at the posted level, the starting base salary (for non-sales roles) or base salary + commission target (for sales/commissioned roles) is expected to be the annual range listed below. The offered compensation may also include restricted stock units and a bonus. A description of our employee benefits may be found here.

$180,200.00 - $291,500.00/yr

Our Commitment

We’re trailblazers that dream big, take risks, and challenge cybersecurity’s status quo. It’s simple: we can’t accomplish our mission without diverse teams innovating, together. We are committed to providing reasonable accommodations for all qualified individuals with a disability. If you require assistance or accommodation due to a disability or special need, please contact us at [e-mail]. Palo Alto Networks is an equal opportunity employer. We celebrate diversity in our workplace, and all qualified applicants will receive consideration for employment without regard to age, ancestry, color, family or medical care leave, gender identity or expression, genetic information, marital status, medical condition, national origin, physical or mental disability, political affiliation, protected veteran status, race, religion, sex (including pregnancy), sexual orientation, or other legally protected characteristics. All your information will be kept confidential according to EEO guidelines.

Is role eligible for Immigration Sponsorship? No. Please note that we will not sponsor applicants for work visas for this position.