Corporate Governance - Securities Law Counsel

February 28

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GeneDx

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At GeneDx, we believe that everyone deserves personalized, targeted medical care—and that it all begins with a genetic diagnosis. Fueled by one of the world’s largest rare disease data sets, our industry-leading exome and genome tests translate complex genomic data into clinical answers that unlock personalized health plans, accelerate drug discovery, and improve health system efficiencies. It all starts with a single test.

genetic testing • rare genetic disorders • molecular diagnostics • whole genome sequencing • next generation sequencing

1001 - 5000 employees

📋 Description

• Drive and support all preparations for board and committee meetings, including agendas, materials, resolutions, minutes, adhering to corporate governance best practices. • Ensure timely and accurate distribution and archiving of board materials, leveraging board management software. • Maintain strong relationships with directors, executives, legal team and external advisors to ensure efficient governance processes. • Manage logistics for board meetings, offsites, and committee sessions, including scheduling, venue coordination, and technology support. • Assist with director travel for board meetings and strategic planning sessions. • Maintain and periodically update governance policies, charters, and procedures in line with SEC, NASDAQ, and corporate governance best practices. • Ensure compliance with charters and bylaws, stock exchange listing requirements and state corporate filing obligations. • Track board and committee compliance with regulatory and other good governance practices, including director independence, diversity, and other evolving governance standards. • Monitor proxy advisory firm (ISS, Glass Lewis) recommendations, evolving governance and regulatory trends to provide guidance on impact to the company. • Support board and committee evaluations process, and director onboarding and continuing education. • Ensure compliance with 10b5-1 trading plans, tracking insider transactions and ensuring adherence to trading restrictions. • Advise and support the HR team in developing and maintaining executive and director compensation programs, ensuring alignment with company performance, shareholder expectations, and regulatory requirements. • Ensure compliance with federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. • Advise on insider trading policy compliance, Regulation FD compliance and related matters. • Track and monitor insider stock transactions and compliance with blackout periods. • Oversee the administration of the 10b5-1 trading plans for executives and board members, ensuring compliance with SEC regulations. • Collaborate with the Finance team to support preparation of SEC filings, including Forms 10-K, 10-Q, 8-K, ensuring accurate and timely disclosures. • Oversee and drive preparation of the annual proxy statement and annual shareholder meeting, collaborating closely with Finance, Legal and HR teams. • Manage Section 16 filings (Forms 3, 4, etc) and other regulatory reports for executive officers and directors to ensure timely and accurate filings, collaborating closely with Finance, Legal and HR teams. • Support capital markets transactions, including equity offerings. • Assist in supporting equity programs, including compliance with stock plan administration and related filings.

🎯 Requirements

• JD required from a US accredited institution • 7+ years of experience in corporate governance, securities law, executive compensation in a public company • Expertise in executive compensation, equity programs, and related regulatory filings (10b5-1, Form 4, proxy statements, and CD&A reporting) • Experience working with executive leadership and board members • Excellent written and verbal communication skills with the ability to draft clear and concise board materials • Highly organized with meticulous attention to detail and the ability to navigate high-pressure, confidential environments • Proficiency in board management software (e.g., Diligent, Boardvantage) and Microsoft Office Suite.

🏖️ Benefits

• Paid Time Off (PTO) • Health, Dental, Vision and Life insurance • 401k Retirement Savings Plan • Employee Discounts • Voluntary benefits