Assistant General Counsel, Corporate Governance

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The role:

We are seeking a team member for the role of Assistant General Counsel, Corporate Governance to join our Legal team! As a key member of the Legal team, you will have oversight of and accountability for the corporate governance function at SoFi Technologies, Inc. (“SoFi”) and its regulated and unregulated U.S. and foreign subsidiaries. You will provide expertise and support on corporate secretarial and governance matters and ensure a consistent approach to corporate governance is applied to all SoFi subsidiaries aligned to legal and regulatory requirements. You will also support the implementation and maintenance of a governance framework for SoFi and its subsidiaries, including coordination of SoFi’s management committees and committee reporting lines and escalation paths. This role will also play a key role in the creation, dissolution and reorganization of SoFi subsidiaries.

In addition, this role:

• Reports to the Vice President, Associate General Counsel of the Legal team.
• Will provide expertise and support on corporate governance matters and ensure a consistent approach is applied and is aligned to local legal and regulatory requirements.
• Works closely with the Corporate Secretary and Assistant Corporate Secretary to lead the Corporate Governance Function and oversee the consistent implementation of corporate governance policies, processes and practices across SoFi.
• Requires good judgment, a commitment to building cross-functional relationships and a strong work ethic.
• Is responsible for ensuring alignment of SoFi’s corporate strategies and regulatory requirements, and will support the board of directors and management team on all matters related to Corporate Governance.

What you’ll do:

• Corporate policies, presentations, memoranda and resolutions
• Deep knowledge of public company board and committee support, US corporate government requirements, securities law disclosure requirements applicable to public companies, and general corporate matters
• Establishing and maintaining consistent and effective policies, processes, and procedures to support the SoFi board of directors and the boards of directors of its major subsidiaries in their oversight of management
• Assisting with director and officer questionnaires and the board self-assessment process
• Performs other related duties and projects as assigned
• Lead the development, implementation and maintenance of SoFi’s corporate governance framework, including:
• Ability to make presentations in person or by conference calls, draft clear and detailed reports
• Exercises good judgment in consulting, and interacts well with, colleagues, clients and management
• Strong organizational, presentation and project management skills
• Familiarity with entity management databases and board portals (e.g., Diligent)
• Maintaining and publishing a committee structure org chart reflecting appropriate reporting and escalation paths
• Implementing and overseeing internal processes to ensure that all committees follow the governance requirements as outlined in the committee guidelines
• Advise or assist with research, as needed, on issues related to corporate governance, including:
• Maintaining key records of the board and board committees and of SoFi and its subsidiaries, and coordinating minute book reviews for internal and external auditors and regulatory bodies, maintaining secure custody of corporate information
• Experience representing or in-house legal role advising U.S. banking institutions on corporate and subsidiary governance matters
• 6+ years of relevant general corporate, corporate governance, and/or public company securities law experience in-house or at a law firm, with strong preference for prior experience managing corporate governance at a U.S. banking institution
• Ability to identify issues that require escalation and manage escalation process
• Excellent written and oral communications skills, with high attention to detail and accuracy
• Monitoring and maintaining reports on individual director’s, and board and board committee, compliance obligations
• Leading resolution of issues related to board and board committee protocols, meetings, directorships, orientation and training of directors, preparation of documentation and other matters pertaining to board activities and corporate governance generally
• Proven leadership abilities
• Must be capable of dealing directly with executive management, internal and external directors, regulators, auditors and other departments as necessary, and work with a high level of discretion
• Assisting as needed in the planning and preparation of board and board committee meetings, including preparing and distributing agendas, materials, and resolutions, as needed
• Drafting governance documents, including mandates, charters, guidelines and procedures
• Ensuring approval of new committees or changes to existing committees, including material changes to the scope or chair appointments, is conducted in a consistent manner in compliance with internal policy and any applicable external legal or regulatory requirements
• Leading committee structure review and approvals to ensure that all committees with management oversight, steering and business decision responsibilities, including first and second lines of defense, are identified and the committee structure continues to be effective and efficient
• Assisting in the development and regular review of governance policies, including analyzing existing processes, recommending and implementing changes, and promoting continuous improvements and innovative best practices in governance
• Organizational documents (e.g., charters, by-laws, and operating agreements)
• Ensuring the corporate minute books, records and database reflect the decisions of the board and board committees, are complete, accurate and maintained, and compliant with governing legislation and regulatory requirements
• Oversee implementation and maintenance of governance framework for management committees, including:
• US corporate law, SEC disclosure requirements and regulatory matters requirements
• Serve as a key partner and advisor to, and collaborate with, multiple functions across the organization, including Finance, Risk Management, Compliance, Investor Relations, Corporate Communications and Human Resources, on a wide array of general corporate matters
• Creating and standardizing committee guidelines and terms of reference, formalizing the policies and procedures governance framework, board and committee structure, escalation protocols and reporting
• Director and officer independence and conflicts assessment
• Support board and board committee activities for SoFi and its major subsidiaries, including:
• Significant hands-on experience managing corporate boards and advising on corporate governance topics
• Supporting preparations for the annual shareholder meeting and quarterly/annual filings, including legal advice on inclusion of any shareholder proposals
• Demonstrated ability to work in a fast-paced, dynamic environment with a strong focus on collaboration
• Support SoFi’s and its subsidiaries’ legal entity governance and maintenance function, performing, managing or advising on, as needed, state and federal corporate filings, including reporting of legal entity changes (e.g., FR Y-6 and FR Y-10 requirements), and supporting in the creation, dissolution and reorganization of SoFi’s subsidiaries
• Ensuring post-meeting activities are completed, including preparation of minutes and regulatory filings, tracking board and board committee requests and commitments to determine these are being addressed and issues are being escalated as required, and maintaining corporate minute books