Corporate Governance & Securities Law Counsel

GeneDx (Nasdaq: WGS) delivers personalized and actionable health insights to inform diagnosis, direct treatment, and improve drug discovery. The company is uniquely positioned to accelerate the use of genomic and large-scale clinical information to enable precision medicine as the standard of care. GeneDx is at the forefront of transforming healthcare through its industry-leading exome and genome testing and interpretation services, fueled by the world’s largest, rare disease data sets. For more information, please visit www.genedx.com. 

The Role

We are seeking a highly skilled Counsel, Corporate Governance and Securities Law. This role will be responsible for these areas: (A) the seamless execution of all matters related to the board and its committees, including but not limited to board meeting planning and SEC filings; (B) compliance with securities laws; (C) advising on corporate governance matters; (D) handling public company reporting obligations;  and (E) driving or assisting with any other special projects related to the board or shareholder related matters.

The role requires expertise in corporate governance best practices, SEC reporting, and other public company regulatory requirements. In addition, the role requires regular interaction with the board and senior management; therefore, the ideal candidate will anticipate needs, be meticulous about detail, and possess a sense of urgency on board and governance matters, along with having strong communication and organizational skills. The ideal candidate thrives in high-stakes environment and understands the nuances of working with public company boards, complex governance structures, and investor relations.

Key Responsibilities

Board and Committee Operations

• Drive and support all preparations for board and committee meetings, including agendas, materials, resolutions, minutes, adhering to corporate governance best practices.
• Ensure timely and accurate distribution and archiving of board materials, leveraging board management software.

Stakeholder Communication and Logistics

• Maintain strong relationships with directors, executives, legal team and external advisors to ensure efficient governance processes.
• Manage logistics for board meetings, offsites, and committee sessions, including scheduling, venue coordination, and technology support.
• Assist with director travel for board meetings and strategic planning sessions.

Corporate Governance (including Director and Executive Compensation)

• Maintain and periodically update governance policies, charters, and procedures in line with SEC, NASDAQ, and corporate governance best practices.
• Ensure compliance with charters and bylaws, stock exchange listing requirements and state corporate filing obligations.
• Track board and committee compliance with regulatory and other good governance practices, including director independence, diversity, and other evolving governance standards.
• Monitor proxy advisory firm (ISS, Glass Lewis) recommendations, evolving governance and regulatory trends to provide guidance on impact to the company.
• Support board and committee evaluations process, and director onboarding and continuing education.
• Ensure compliance with 10b5-1 trading plans, tracking insider transactions and ensuring adherence to trading restrictions.
• Advise and support the HR team in developing and maintaining executive and director compensation programs, ensuring alignment with company performance, shareholder expectations, and regulatory requirements.

Securities Law Compliance

• Ensure compliance with federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934.
• Advise on insider trading policy compliance, Regulation FD compliance and related matters.
• Track and monitor insider stock transactions and compliance with blackout periods.
• Oversee the administration of the 10b5-1 trading plans for executives and board members, ensuring compliance with SEC regulations.
• Collaborate with the Finance team to support preparation of SEC filings, including Forms 10-K, 10-Q, 8-K, ensuring accurate and timely disclosures.
• Oversee and drive preparation of the annual proxy statement and annual shareholder meeting, collaborating closely with Finance, Legal and HR teams.
• Manage Section 16 filings (Forms 3, 4, etc) and other regulatory reports for executive officer