Corporate Counsel, Governance and Securities

At Cloudflare, we are on a mission to help build a better Internet. Today the company runs one of the world’s largest networks that powers millions of websites and other Internet properties for customers ranging from individual bloggers to SMBs to Fortune 500 companies. Cloudflare protects and accelerates any Internet application online without adding hardware, installing software, or changing a line of code. Internet properties powered by Cloudflare all have web traffic routed through its intelligent global network, which gets smarter with every request. As a result, they see significant improvement in performance and a decrease in spam and other attacks. Cloudflare was named to Entrepreneur Magazine’s Top Company Cultures list and ranked among the World’s Most Innovative Companies by Fast Company. 

We realize people do not fit into neat boxes. We are looking for curious and empathetic individuals who are committed to developing themselves and learning new skills, and we are ready to help you do that. We cannot complete our mission without building a diverse and inclusive team. We hire the best people based on an evaluation of their potential and support them throughout their time at Cloudflare. Come join us! 

Corporate Counsel, Governance and Securities

Available Locations: Austin, TX and Washington DC

About the Legal Team

Because of the scope, complexity, and diversity of the company’s work, we need a world-class legal team to help the company avoid distractions, and guide company leadership around obstacles.  Our global legal team is made up of very accomplished lawyers and staff who comprise a flexible, talented, and very cohesive team. 

About the Role

We are looking for an exceptionally talented, energetic, and strategic-thinking corporate law professional to join our growing legal team as a Corporate Counsel, Governance and Securities based either in Austin, TX or Washington, DC. You will play a pivotal role in managing the company's corporate governance processes, ensuring compliance with U.S. securities laws (SEC) and other public company requirements, and overseeing the legal aspects of our employee stock compensation plans. This role is ideal for someone who is a proactive self-starter and strategic thinker, who has a thirst for knowledge and continued growth, all while working as part of a great team. This position reports to Cloudflare’s Head of Corporate Legal and offers a unique opportunity to work with the company’s senior leadership team and the Board of Directors on critical public company matters.

As part of the job, you will focus primarily on the following areas:

• Providing legal support for the company’s Board of Directors and its Audit, Compensation, and Nominating & Corporate Governance Committees, including preparing, reviewing, and organizing materials, agendas, minutes, and resolutions.
• Maintaining and updating corporate governance documents, including the Corporate Governance Guidelines, Board Committee Charters, and various other significant internal public company policies (e.g., Code of Conduct, Insider Trading Policy).
• Leading the legal preparation and execution of all annual and special meetings of the company’s stockholders, including proxy solicitation materials and coordination with the company’s investor relations team, transfer agent and external counsel.
• Preparing, reviewing and collaborating with the company’s finance team in connection with all of the company’s SEC filings.
• Collaborating with the company’s finance, investor relations, and communications teams on earnings releases, investor presentations, and other public announcements to ensure compliance with disclosure requirements.
• Administering and enforcing the company's Insider Trading Policy, including managing the company's trading window and pre-clearance process.
• Providing legal oversight and support for the company’s equity compensation plans and ensuring compliance with SEC, NYSE, and international regulatory requirements.
• Drafting, maintaining, and collaborating with the company’s stock administration team on employee stock plan documents, award agreements, and related communications.
• Supporting colleagues across the Corporate Legal team with the company’s global organizational structure and financing and M&A transactions.

Requirements:

• JD degree with strong academic credentials and admitted to practice law in at least one U.S. jurisdiction (ideally California or Texas).
• 3-7 years of corporate law experience, preferably with a national law firm or in-house at a publicly-traded technology company.
• Deep knowledge of the Securities Act of 1933 and the Securit