Senior Counsel - Governance and Securities

About the Role

In this function, you will enable senior leaders to achieve business results through strategic counsel, problem solving, and risk mitigation. You will need to be customer curious to learn more about the business and its challenges. You’ll need to understand the big picture strategy and speak with candor when working with cross-functional teams and external partners to drive business solutions and ensure compliance with the law.

What You'll Do

This position supports the day-to-day operations of the Company's Corporate & Finance Law Group and the Corporate Secretary's Office, working closely with the Company's Senior Leadership Team and teams across the Company, including Communications, Investor Relations, Total Rewards, Finance, and others. Key responsibilities will include:

• Provide advice regarding compliance with securities laws and related disclosures, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

• Responsible for drafting the Proxy Statement and coordinating the Company's Annual Meeting of Shareholders, and supporting shareholder outreach efforts.

• Review the Company's press releases, earnings releases and other public-facing materials to ensure compliance with securities laws.

• Support the functioning of the Company's Board of Directors and its committees, including developing meeting agendas, preparing materials, and reviewing minutes.

• Advise on executive compensation matters, including the Company's equity plan and awards, offer letters and other executive compensation arrangements, and Section 16 reporting.

• Advise the Treasury team on matters related to our debt financing arrangements, share repurchases, and other matters.

• Advise on the Company's sustainability disclosures, including the Annual Impact Report, and support the Gap Foundation Board.

• Maintain Company documents and policies related to corporate governance, securities law compliance and disclosure, and assist in developing training programs for cross-functional partners on these topics.

• Assist with other projects on an as-needed basis.

Who You Are

• JD Required; Licensed to practice law in the US

• Proven track record of success partnering with business leaders on providing strategic guidance

• Practical mindset with ability to balance legal risk with business impact

• Able to cut through complexity to distill the most important issues

• Strong communication and interpersonal skills, including the ability to negotiate and build consensus across multiple stakeholders and functions

• Able to work independently and cross functionally in a fast-paced environment