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Managing Director, Deputy Chief Counsel - Corporate Governance

Location Westlake, Texas, United States Requisition ID 2021-73978 Category Executive Position Type Regular
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Your Opportunity


Schwab is seeking a Managing Director and Deputy Chief Counsel for Corporate Governance to join its legal department in Westlake, TX. This position will report to the Managing Director and Chief Counsel of Schwab’s Finance, Securities and Corporate Governance Legal Group, and will lead the team that supports The Charles Schwab Corporation’s Board of Directors, manages the company’s corporate subsidiary structure, and serves as a trusted advisor to the General Counsel/Corporate Secretary, the Board and executive leadership on governance matters. This position manages a team of 4 attorneys and 3 paraprofessionals.  This position will also partner closely on ESG matters with the Managing Director and Deputy Chief Counsel for ESG Policy and Reporting; on executive compensation issues with the firm’s Managing Director and Deputy Chief Counsel for Compensation and Benefits; and on transactional matters with the Managing Director and Deputy Chief Counsel for Corporate Transactions.

What you are good at


  • Oversight and management of the corporate structure and related governance matters of the corporation and its subsidiaries
  • Support for parent and subsidiary boards, and oversight of board and committee meeting processes and subsidiary actions
  • Oversight of compliance with Delaware law, applicable SEC and NYSE requirements, and Federal Reserve and other regulatory expectations
  • Oversight of the Company’s Annual Proxy Statement process and matters relating to annual shareholder meetings, including shareholder proposals, and voting matters
  • Advice and counsel on disclosure, financial reporting, accounting, and tax matters and collaboration on preparation of periodic and interim SEC reports and shareholder communications
  • Support for corporate entity and governance aspects of M&A activity
  • Advise and counsel on international subsidiary governance and secretarial matters
  • Close partnership with cross-functional teams including Investor Relations, Controller, Treasury, Tax, HR, Enterprise Risk Management, Internal Audit, external auditors and with Legal Services colleagues
  • Development, implementation, maintenance and continual improvement of corporate governance procedures and policies
  • Advice and counsel to and partnership with Investor Relations and the ESG Policy and Reporting Office on shareholder management and engagement
  • Advice and counsel to and partnership with Executive Compensation team and Managing Director and Deputy Chief Counsel for Compensation and Benefits; and
  • Advice and counsel on governance matters associated with enterprise risk management.

What you have


  • 12+ years of relevant in-house experience in corporate governance and securities law
  • Significant experience managing public company boards, managing proxies and shareholder meetings, and advising on corporate governance matters
  • Financial services industry-specific experience a plus
  • Extensive SEC disclosure experience and experience with securities, finance, accounting, tax, and commercial matters for large public companies
  • Strong knowledge of Delaware corporate law; familiarity with Texas corporate law a plus
  • Experience managing electronic board portals, entity management systems, electronic document filing and maintenance, and with budgeting and legal billing
  • Proven leadership strengths and experience managing diverse, high functioning teams
  • Excellent written and oral communications skills
  • Strong organizational and project management skills
  • Proven ability to establish foundations for influence, building credibility and open, trusting relationships
  • Team player with a strong focus on collaboration
  • Demonstrated ability to work in a fast-paced environment, respond to shifting requirements and business obstacles, and achieve practical solutions
  • Strong analytical skills and demonstrated judgment to evaluate risks, costs, and benefits; and
  • Eagerness and ability to seek and adopt new technological solutions

Why work for us?

Own Your Tomorrow embodies everything we do! We are committed to helping our employees ignite their potential and achieve their dreams. Our employees get to play a central role in reinventing a multi-trillion-dollar industry, creating a better, more modern way to build and manage wealth.

Benefits: A competitive and flexible package designed to empower you for today and tomorrow. We offer a competitive and flexible package designed to help you make the most of your life at work and at home—today and in the future. Explore further.

Schwab is committed to building a diverse and inclusive workplace where everyone feels valued. As an Equal Opportunity Employer, our policy is to provide equal employment opportunities to all employees and applicants without regard to any status that is protected by law. Please click here to see the policy.

Schwab is an affirmative action employer, focused on advancing women, racial and ethnic minorities, veterans, and individuals with disabilities in the workplace. If you have a disability and require reasonable accommodations in the application process, contact Human Resources at applicantaccessibility@schwab.com or call 800-275-1281.

TD Ameritrade, a subsidiary of Charles Schwab, is an Equal Opportunity Employer. At TD Ameritrade we believe People Matter. We value diversity and believe that it goes beyond all protected classes, thoughts, ideas, and perspectives.

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