Senior Manager, Senior Counsel- Governance & Securities

Capital One; Virginia; Hybrid; USD 183,000 - 250,000; Full time

Job summary

Capital One seeks a Senior Manager, Senior Counsel – Governance & Securities to advise the Board, committees, and senior management on governance matters and to oversee board materials and logistics.

Responsibilities include strategic governance counsel, board onboarding, meeting logistics, minutes and resolutions, and coordination with outside counsel. A background in corporate governance and securities law, plus in-house or equivalent experience, is required.

Qualifications

• Juris Doctor from an accredited law school.
• Active bar admission in at least one state.
• Minimum 4 years in-house or law firm experience in governance/securities.
• Experience advising boards and committees.
• Knowledge of Delaware law and SEC/NYSE requirements.

Responsibilities

• Provide strategic governance counsel on fiduciary duties, guidelines, and board best practices.
• Draft board and committee materials on governance-related topics.
• Manage director onboarding, orientation, and ongoing education programs.
• Support board logistics: agenda setting, meetings, minutes, resolutions, and related documents.
• Oversee annual stockholder meeting materials and governance policy administration.
• Lead ad hoc governance projects with cross-functional stakeholders.
• Coordinate with outside counsel when needed.

Skills

Corporate governance

Board advisory

Regulatory knowledge

In-house experience

Project management

Education

Juris Doctor

Job description

Senior Manager, Senior Counsel- Governance & Securities

The Governance and Securities team is seeking an experienced attorney to join a dynamic group of legal professionals who support Capital One’s Board of Directors and corporate governance framework. You will serve as a trusted legal advisor to the Board, its Committees and senior management on corporate governance matters, and as an important member of the team responsible for Board management and logistics.

Responsibilities

• Providing strategic advice and counsel on a broad range of corporate governance matters, including fiduciary duties, corporate governance guidelines, and best practices for Capital One’s Board, Board Committees, senior management, and other internal clients
• Keeping current on governance issues, trends, and topics, and drafting Board and Committee materials on governance-related matters
• Managing director onboarding, orientation, and ongoing education programs
• Providing comprehensive logistical and legal support for the Board, including participating in the agenda-setting process, meeting execution, and drafting minutes and resolutions, scripts, and other legal and governance documents
• Managing the annual stockholder meeting and preparing related materials
• Managing the administration of corporate governance guidelines and other corporate policies
• Leading and delivering against other ad hoc projects that may arise, working with multiple stakeholders
• Managing and coordinating outside counsel, when necessary

The successful candidate will have the following experience and skills:

• Demonstrated expertise in the corporate governance field, including familiarity with Delaware law, other regulatory requirements, and fiduciary duties
• Experience supporting boards of directors and board committees
• Experience in an in-house legal department or corporate secretary office advising senior management on governance frameworks and policies
• Knowledge of current SEC and NYSE regulations and requirements
• Ability to build collegial and effective relationships with business clients, attorneys, project managers, and corporate compliance professionals at all levels of the company
• Ability to manage multiple projects, take on new responsibilities and handle novel issues
• Ability to prioritize and manage a significant volume of legal questions on a broad array of topics with multiple and simultaneous deadlines
• Ability to rapidly synthesize new information and make timely decisions based on that information
• Proven ability to operate effectively in a complex, highly-regulated, and evolving environment
• Ability to work in a fast-paced environment with minimal supervision
• Strong organizational skills with impeccable attention to detail
• Excellent analytical, oral and written communication skills

Basic Qualifications

• Juris Doctor from an accredited law school
• Active member in good standing of a least one state bar
• At least 4 years of experience in an in-house counsel role or at a law firm
• At least 4 years of experience in a corporate governance and securities law practice

Preferred Qualifications

• 5+ years of experience in an in-house counsel role or combined experience at a law firm and in-house counsel role
• Experience working on corporate governance matters at a financial institution
• Experience working on executive compensation matters
• Experience with 1934 Act reporting requirements and supporting investor relations
• Experience working directly with senior executives and the board of directors

At this time, Capital One will not sponsor a new applicant for employment authorization for this position.

The minimum and maximum full-time annual salaries for this role are listed below, by location. Please note that this salary information is solely for candidates hired to perform work within one of these locations, and refers to the amount Capital One is willing to pay at the time of this posting. Salaries for part-time roles will be prorated based upon the agreed upon number of hours to be regularly worked.

McLean, VA: $200,700 - $229,100 for Sr. Manager, Sr. Counsel

New York, NY: $219,000 - $249,900 for Sr. Manager, Sr. Counsel

Richmond, VA: $182,500 - $208,300 for Sr. Manager, Sr. Counsel

Candidates hired to work in other locations will be subject to the pay range associated with that location, and the actual annualized salary amount offered to any candidate at the time of hire will be reflected solely in the candidate’s offer letter.

This role is also eligible to earn performance based incentive compensation, which may include cash bonus(es) and/or long term incentives (LTI). Incentives could be discretionary or non discretionary depending on the plan.

Capital One offers a comprehensive, competitive, and inclusive set of health, financial and other benefits that support your total well-being. Learn more at the Capital One Careers website. Eligibility varies based on full or part-time status, exempt or non-exempt status, and management level.

Capital One is an equal opportunity employer (EOE, including disability/vet) committed to non-discrimination in compliance with applicable federal, state, and local laws. Capital One promotes a drug-free workplace. Capital One will consider for employment qualified applicants with a criminal history in a manner consistent with the requirements of applicable laws regarding criminal background inquiries, including, to the extent applicable, Article 23-A of the New York Correction Law; San Francisco, California Police Code Article 49, Sections 4901-4920; New York City’s Fair Chance Act; Philadelphia’s Fair Criminal Records Screening Act; and other applicable federal, state, and local laws and regulations regarding criminal background inquiries.