Sr. Counsel - Securities and Governance

Reporting to the VP, Deputy General Counsel, Corporate and Commercial, you'll support all aspects of our public company obligations, primarily focused on public company reporting, securities law compliance and disclosure and corporate governance, and you will also help us with corporate structuring, finance, governance and stock administration matters.  In this role, you’ll get to work with a wide variety of great partners, including Investor Relations, Finance, Tax, Stock Administration, People, Compliance and ESG teams.  We are a small and nimble legal team supporting a growing company, so you’ll cover a lot of ground.

What you’ll do:

• Provide legal advice and practical, business-oriented legal solutions and ensure compliance with respect to matters arising under federal securities laws, SEC rules and regulations, and NYSE listing requirements 

• Partner with cross-functional teams on U.S. disclosure matters, including drafting and advising on SEC filings (including annual and quarterly reports on Forms 10-K and 10-Q and current reports on Form 8-K) and reviewing earnings and other press releases, presentations, significant internal communications and other announcements  

• Draft the proxy statement and related materials for Pinterest’s annual stockholders’ meeting and manage shareholder proposals and SEC no-action letter requests

• Support Pinterest’s Board of Directors and its committee meetings, including preparing meeting agendas, minutes, resolutions, and board materials, onboarding new directors

• Manage Section 16 reporting, including Forms 3, 4, and 5, ensuring compliance with reporting requirements

• Advise on corporate governance best practices, ensuring compliance with Delaware law, Sarbanes-Oxley (SOX) requirements and Regulation FD

• Advise on and administer certain corporate and executive policies and programs, such as the insider trading policy and Rule 10b5-1 plans

• Counsel on a range of corporate-related matters such as executive compensation, equity plans, stock administration and related policies

• Monitor US and global regulatory and legislative developments in cyber security, climate, environmental, social, and governance initiatives to determine legal obligations and disclosure requirements and ensure compliance with these measures

• Provide legal, corporate and governance oversight for the company’s subsidiary management program (with paralegal support) in partnership with finance, business and legal stakeholders globally

What we’re looking for:

• J.D., with 10+ years of corporate law experience, with strong knowledge of SEC regulations (including the Securities Act of 1933, Securities Exchange Act of 1934, and Sarbanes-Oxley Act), public company listing standards and practices, and corporate governance, preferably developed through a combination of large law firm and public corporation experience

• Proven track record of successfully managing SEC filings and advising on complex securities matters

• Positive, business focused attitude with exceptional judgment, impeccable integrity and the ability to prioritize and manage multiple projects simultaneously and on time

• Ability to quickly assess business challenges, make timely, pragmatic recommendations under pressure and identify, prioritize and resolve issues quickly and independently

• Very strong interpersonal skills, including the ability to communicate effectively with a wide variety of people, collaborate with diverse business groups, and build interdepartmental relationships at all levels, including senior-level executives and members of the Board of Directors

• Ability to effectively communicate complex legal and compliance issues verbally and in writing in a clear and understandable manner

• Excellent organizational and project management skills, with thorough attention to detail and demonstrated ability to build and scale programs and lead cross-functional initiatives

• High degree of professionalism and discretion in handling confidential legal matters

• If not located in commutable distance to SF HQ, then quarterly travel for Board meetings

Relocation Statement:

•  This position is not eligible for relocation assistance. Visit our PinFlex page to learn more about our working model.

In-Office Requirement Statement

• We let the type of work you do guide the collaboration style. That means we're not always working in an office, but we continue to gather for key moments of collaboration and connection.

• This role will need to be in the SF office for in-person quarterly Board meetings and in one of our other offices for annual team off-sites and therefore can be situated anywhere in the country, though preferably with a Pacific time zone. 

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