3664 - Sr Paralegal Manager, Corporate Governance & Securities - Virtual USA

Troy, MI, USA    |     Legal   |   Full-time
Job Reference: 3664 - Posted 18-Mar-2021

The Sr Paralegal Manager, Corporate Governance & Securities is a subject matter expert who provides support to Kelly’s Corporate Secretary in carrying out duties related to all corporate governance matters. The Paralegal Manager supports the development and oversight of a framework of principles, policies and practices that guide the Company and ensure its accountability to stakeholders, including adherence to ethical standards, best practices, and relevant laws to protect shareholder interests and manage risk.  The governance framework assists the Board of Directors in meeting their fiduciary duties to ensure accountability, fairness, and transparency in Kelly’s relationship with its stakeholders.  The Paralegal Manager will have responsibility for managing critical workstreams related to Kelly’s overall corporate governance program and serve as a key resource in the Corporate Secretary’s office, providing insight and analysis of corporate governance programs and recommending changes as needed.  This role works closely with the Corporate Secretary to identify and define Kelly’s governance priorities, developing thought leadership for the Company’s governance and proxy voting process, leading specific corporate governance initiatives and ad-hoc projects and is expected to monitor external market trends related to corporate governance.   

Corporate Governance

  • Provide counsel in the development, updating and maintenance of the governance framework including Committee charters, governance principles, and processes.
  • Keep abreast of legislative and regulatory changes and developments for publicly traded companies, emerging governance trends, and other similar matters. Review, research, interpret and advise on potential changes impacting Kelly. Revise policies and procedures to comply with changes in laws and regulations.
  • Ensure compliance with all corporate governance requirements, including NASDAQ and SEC requirements and attestations, charter requirements, and administration of Director and Officer Questionnaires, and Board, Committee, and Director self-evaluations.
  • Participate with Corporate Secretary in the planning and preparation of Board and Committee meetings, including the creation of: agendas; meeting materials; and resolutions. Prepare drafts of meeting minutes.
  • Work with Corporate Secretary to coordinate and plan overall process related to the Annual Meeting of Shareholders and serve as meeting judge to document and report proxy vote outcomes.
  • Responsible for Director Compensation, including the Non-Employee Directors Deferred Compensation Plan and associated processes (annual open enrollment; provide deferral amounts to Prudential, track dividend reinvestments) and serve as primary point of contact for Director questions.
  • Oversee Director and Executive stock ownership and prepare associated reports for Accounting and SEC disclosure (affiliate calculations; beneficial ownership; D&O Questionnaire, individual summaries).
  • Assist with Board-level communications and review public disclosures, including annual reports.
  • Educate the Board on governance issues and assist with the orientation of new Directors.
  • Lead the process to ensure the Board Composition Matrix is kept up-to-date and reflects both current and desired Director skills and experience, based on Kelly’s needs. Responsible for tracking the membership of each Director on other boards.
  • Lead and represent Corporate Governance’s perspective in initiatives and business matters with various key stakeholders.
  • Conduct individual projects as assigned by the Board or Corporate Secretary, liaise with Board members to fulfill requests.
  • Provide oversight and guidance to the administration of the Company’s subsidiary management.
  • Requires frequent interaction with Board members, senior leadership, members of the Legal, Finance and HR groups, as well as outside legal counsel and other consultants.

SEC Disclosures

  • Responsible for Section 16 filing obligations for Directors, Executive Officers, and other Section 16 officers (Forms 3, 4, 5) and for monitoring compliance with Section 16 reporting requirements and insider trading policy.
  • Assist with the design and preparation of Kelly’s annual proxy statement, including researching any proxy issues. Make recommendations for improvements that enhance proxy messaging and readability for investors.
  • Understand and track the complexities of Kelly’s various long-term incentive award designs and dividend reinvestment opportunities, as they relate to appropriate timing of SEC filings

Skills Needed:

  • Outstanding organizational skills and the ability to prioritize projects, multi-task, and meet deadlines-required
  • Excellent communication skills, including the ability to influence, and demonstrated ability to effectively interact with employees at all levels of the organization including “C” level execs and Board Members-required
  • Ability to work effectively in a fast-paced, changing, and sometimes ambiguous environment-required
  • Outstanding organizational skills and the ability to prioritize projects, multi-task, and meet deadlines-required
  • Excellent communication skills, including the ability to influence, and demonstrated ability to effectively interact with employees at all levels of the organization including “C” level execs and Board Members-required
  • Ability to work effectively in a fast-paced, changing, and sometimes ambiguous environment-required
  • Results oriented, self-directed individual with critical thinking skills and intellectual curiosity-required
  • Demonstrated analytical thinking and astute problem-solving skills-required
  • Ability to collaborate effectively, build, and maintain relationships with other areas of the organization as well as external partners-required
  • Demonstrated ability to create and deliver presentation material in a clear, concise, and effective manner-required
  • High attention to detail and accuracy in all work deliverables with strong proofreading and data verification skills-required
  • High integrity, discretion, and sensitivity in handling confidential information-required
  • Ability to apply judgment and initiative in making day-to-day decisions
  • Advanced technical skills in Excel, Word and PowerPoint-required
  • Experience working directly with Board of Directors-preferred

Qualifications Required:

  • Bachelor’s degree in Business Administration, Law, Corporate Governance, or Finance-required
  • MBA -preferred; CCGP -preferred
  • 10+ years of professional experience in one or more of the following areas: legal (paralegal), corporate secretarial, compliance, investor relations and stewardship, executive compensation, enterprise risk management, corporate responsibility/sustainability, or business-related equivalent experience Must include 2-3 of corporate governance

The salary range for this role would be $76,200 to $106,700

Kelly takes pride in supporting the whole person, their family and their future. We understand that in order to thrive, we have to build lasting relationships and provide our employees with endless possibilities for growth. At the end of the day, we know that work is more than making a living – it’s about making a life.

Additional Benefits:

  • Healthcare – Medical, Dental, Vision
  • 401(k) Match
  • Paid Time Off
  • Vacation Purchase Program
  • Tuition Reimbursement
  • PerkSpot – Personal Online Discount Program

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About Kelly Services®

Kelly connects talented people to companies in need of their skills in areas including Science, Engineering, Education, Office, Contact Center, Light Industrial, and more. We’re always thinking about what’s next in the evolving world of work, and we help people ditch the script on old ways of thinking and embrace the value of all workstyles in the workplace. We directly employ nearly 500,000 people around the world, and we connect thousands more with work through our global network of talent suppliers and partners in our outsourcing and consulting practice. 

Kelly Services is an equal opportunity employer committed to employing a diverse, equitable and inclusive workforce, including, but not limited to, race, gender, individuals with disabilities, protected veterans, sexual orientation, and gender identity. Equal Employment Opportunity is The Law.