Sr. Counsel, Securities - The Toro Company

The Toro Company; BLOOMINGTON (MN); Hybrid; USD 160.000 - 200.000; Vollzeit

Benefits dieser Stelle

Dress for your day

Location near Twin Cities

Onsite café

Wellness facilities

Volunteer time

Summer hours

Flexible hybrid

Competitive salary

Zusammenfassung

The Toro Company, headquartered in Bloomington, MN, is seeking a Senior Corporate Counsel to lead securities law compliance, governance and M&A matters for a public company. You will advise executives, manage SEC filings, proxy materials, and Board governance, and collaborate with external counsel.

Ideal candidates have a J.D. from an accredited school, 10+ years in-house or with firms, and proven ability to provide practical, strategic legal guidance while upholding the highest integrity and

Qualifikationen

• J.D. from an accredited law school, and membership in good standing of at least one state bar.
• 10+ years of professional legal experience ideally through a combination of law firm and in-house public company experience.
• Strong work ethic and drive for results.
• Ability to find practical, creative and innovative solutions to complex legal problems.
• Maintains the highest integrity and legal and ethical standards.
• Communicates in a clear, concise and understandable manner, both verbally and in writing.
• Demonstrates solid subject matter expertise, and possesses superior skills and excellent judgment.
• A team player that collaborates.
• A strategic thinker that provides proactive legal and business advice.
• Acts in a respectful and trusting manner.
• Travel: up to 20%

Aufgaben

• Lead securities, disclosure and public-company compliance including Forms 10-K, 10-Q and 8-K, proxy materials and related filings.
• Advise management on materiality, disclosure controls and significant developments requiring public disclosure.
• Provide legal counsel for quarterly earnings releases, calls, investor communications and external disclosures.
• Drive accuracy and legal compliance across SEC filings, earnings materials and related communications.
• Lead compliance with Section 16, Rule 144, insider-trading requirements and related policies.
• Oversee retirement plan reporting obligations, including Forms 11-K.
• Advise on SEC requirements and NYSE listing standards.
• Monitor regulatory, governance and market developments and lead implementation of changes.
• Serve as senior advisor on corporate governance matters and support the GC in governance functions.
• Lead Board/Committee processes: agendas, materials, minutes, resolutions, governance documentation.
• Counsel directors and executives on governance duties and legal requirements.
• Lead annual meeting planning including proxy statements, shareholder proposals, questionnaires and related-party transaction reviews.
• Advise on governance policies, committee charters and director onboarding.
• Establish standards, timelines and controls for governance materials.

Kenntnisse

Work ethic

Communication skills

Integrity

Problem solving

Team player

Strategic thinking

Ausbildung

J.D. from an accredited law school

Bar admission in at least one state

Jobbeschreibung

Applicants must be legally authorized to work in the United States. We are unable to sponsor or take over sponsorship of a school/employment or any other visa, regardless of expiration date, now or in the future.

Who Are We?

The Toro Company is a homegrown, Minnesota-based company that has been in business since 1914. We pride ourselves on providing world-class equipment to help maintain the environment that we love, while putting an emphasis on giving back to the communities that surround us. From residential lawns and gardens, to venues such as St Andrews Links and Target Field, we are a company with a global footprint and a passion for helping people beautify whatever landscape they may be in. With 100 years of operation under our belt and a healthy tenure,come find out what makes The Toro Company the best place in the Twin Cities to build a career.

As the Senior Corporate Counsel you will be responsible for securities law compliance, Board of Directors meetings and affairs, corporate governance, mergers and acquisitions, executive compensation and finance-related legal matters for The Toro Company.

Responsible for legal aspects of SEC periodic (Form 10-Q, Form 10-K) and current (Form 8-K) reporting; quarterly earnings release and call preparation; executive officer stock trading and Section 16 (Forms 144, 3,4,5) compliance; ownership of all aspects of the annual meeting of shareholders and related proxy statement; NYSE listing standard compliance; handling all legal aspects of mergers and acquisitions, and assisting with finance-related matters including credit agreements and debt placements.

What Will You Do?

Securities, Disclosure and Public-Company Compliance

• Lead legal oversight of the company’s public-company reporting and disclosure obligations, including Forms 10-K, 10-Q and 8-K, proxy materials and other securities filings.
• Advise management on materiality, disclosure controls and significant developments that may require public disclosure.
• Provide legal counsel in connection with quarterly earnings releases, earnings calls, investor communications and other external disclosures.
• Drive consistency, accuracy and legal compliance across SEC filings, earnings materials and related communications.
• Lead compliance with Section 16, Rule 144, insider-trading requirements and related policies and procedures.
• Oversee legal compliance relating to the company’s retirement plan reporting obligations, including Forms 11-K.
• Advise on compliance with applicable SEC requirements and NYSE listing standards.
• Monitor regulatory, governance and market developments and lead implementation of appropriate changes.
• Serve as a senior advisor on corporate governance matters and support the General Counsel in the corporate secretary function.
• Lead the legal and governance processes supporting the Board and its committees, including agendas, materials, minutes, resolutions and governance documentation.
• Counsel directors and senior executives on governance responsibilities, fiduciary duties and applicable legal requirements.
• Lead the planning and legal execution of the annual meeting of shareholders, including the proxy statement, shareholder proposals, director and officer questionnaires and related-party transaction review.
• Advise on governance policies, committee charters, governing documents, Board practices and director onboarding.
• Establish effective standards, timelines and controls for Board and committee materials and related governance processes.

What Do You Need?

• J.D. from an accredited law school, and membership in good standing of at least one state bar.
• Possess 10+ years of professional legal experience ideally through a combination of law firm and in-house public company experience.
• Strong work ethic and drive for results.
• Ability to find practical, creative and innovative solutions to complex legal problems.
• Maintains the highest integrity and legal and ethical standards.
• Communicates in a clear, concise and understandable manner, both verbally and in writing.
• Demonstrates solid subject matter expertise, and possesses superior skills and excellent judgment.
• A team player that collaborates.
• A strategic thinker that provides proactive legal and business advice.
• Acts in a respectful and trusting manner.
• Travel: up to 20%

Scope:

• Reports to the General Counsel
• Works internally with multiple stakeholders including members of the Board of Directors; the enterprise leadership team; the business development team; and external reporting, investor relations and treasury teams. Directs the work of outside counsel in a variety of capacities.

What Can We Give You?

At The Toro Company, we are always working to make sure our employees know just how valued they are. In addition to a competitive salary, an affordable and top tier medical/dental/vision plan, 401k, and many other great benefits -The Toro company offers employees at ourBloomington, MN HQlocation a variety of perks, including:

• Dress for your day - We know you're more productive when you're comfortable, which is why TTC employees are encouraged to take advantage of our casual, corporate environment.

• Location – Conveniently located near both St. Paul and Minneapolis, we are centrally located for most commuters!

• Food - Take advantage of our onsite café, which serves both breakfast and lunch. With a Caribou Coffee attached, you can grab a snack and a coffee at any time during your day.

• Wellness - The Toro Company’s HQ offers complimentary use of our onsite fitness facility to employees. In addition to physical wellbeing, TTC offers a variety of mental health and financial health resources to all employees.

• Volunteerism - The Toro Company is proud to provide employees 20 hours of paid time to volunteer in the community.

• Summer Hours – Enjoy a flexible schedule during the summer! By working a little more during the first few days of the week, TTC employees at our Bloomington HQ are able to start their weekends early and leave by noon on Friday.

• Flexible Work Arrangements – This team is currently implementing a hybrid work schedule. The opportunity to collaborate in a hybrid way, with some time spent in office and some from home, has promoted team building and flexibility. #LI-Hybrid

• Competitive Salary – The pay range takes into account skills, experience, education, and location. It is not common to be hired at or near the top of the range; compensation decisions are dependent on the facts and circumstances of each case. A reasonable estimate of the annual pay range is between $160,000 - $200,000. Cash compensation is one piece of our competitive total rewards package. You may be eligible to participate in an incentive program, which rewards employees based on individual and organizational performance. Eligibility and award amounts are determined by company policy and performance metrics. If you need to, you can access your pay early with the dailypay app.

The Toro Company is an Equal Opportunity Employer. We consider all qualified applicants based on merit and do not discriminate on the basis of race, color, religion, sex (including pregnancy, gender identity, and sexual orientation), parental status, national origin, age, disability, genetic information, military service, or other non-merit factors. We are committed to creating a welcoming environment for all employees.