Senior Corporate Governance Specialist

At Polaris Inc., we have fun doing what we love by driving change and innovation. We empower employees to take on challenging assignments and roles with an elevated level of responsibility in our agile working environment. Our people make us who we are, and we create incredible products and experiences that empower us to THINK OUTSIDE.

JOB SUMMARY:

Polaris is seeking a talented and experienced corporate governance and securities law specialist to be responsible for providing high-level legal support to Polaris’ Board, Senior Leadership, and Corporate Secretary’s office. This individual will coordinate and complete time-sensitive and confidential work in a broad range of areas, including Board governance and planning, SEC reporting and compliance, subsidiary governance, and other aspects of the corporate secretarial function. This position requires 8+ years of experience with a focus on corporate governance, securities law disclosure (Section 16 reporting), and subsidiary management. The ideal candidate will have demonstrated ability to work and communicate effectively with Directors and Senior Leadership.

ESSENTIAL DUTIES & RESPONSIBILITIES:

Securities/Corporate Governance:

• Supporting corporate secretarial function, including preparing corporate board resolutions and minutes, assisting with development of agendas for Board and Committee meetings, ensuring consistency in Board materials and managing board materials through the Company’s board material communication portal.
• Assist with other corporate governance matters, including compliance with Committee charters and governance policies, collection and coordination of Board and Committee evaluations, and director and officer questionnaires.
• Monitor corporate governance and securities law requirements of the SEC, DGCL and NYSE; assist with the implementation, evaluation and monitoring of corporate governance policies, practices and procedures.
• Participate in the planning and implementation of the annual meeting of stockholders and all corporate Board and Committee meetings.
• Assist with SEC filings, including proxy statement preparation and documentation.
• Oversee compliance and assist with the process for executive officer stock trading and Section 16 compliance, prepare and file Forms 3, 4 and 5, maintain EDGAR access credentials, and manage records of insider ownership.
• Manage vendor relationships for board portal, service of process registered agents, transfer agents, and proxy services.

Executive Compensation:

• Assist in administering the Company’s director compensation programs.

Subsidiary management and contracts:

• Develop and implement a best-in-class approach for corporate governance for global legal entities, including being the primary owner of GEMS, our entity management software.
• Support the Treasury and Tax teams with legal entity structuring, subsidiary management, and intercompany documentation.
• Maintain corporate records, including resolutions and minutes, coordinate appointment of directors and officers, manage registration and maintenance of each entity in good standing, ensure annual reports are filed, and coordinate paperwork for international entities to ensure annual and on-going compliance with corporate and business registration requirements.

Other:

• Support of M&A transactions and other transactions including preparing for closing and organization and preparation of due diligence materials.
• Manage corporate licenses and registrations to do business in states and foreign countries.
• Assist with SOX compliance, internal and external audits, and other special projects.
• Maintain strong, proactive communication with internal partners, exercising sound judgment, discretion, and a high level of professionalism.

QUALIFICATIONS:

• Bachelor’s Degree preferred or equivalent education and experience

• 8+ years related experience with a global company and/or law firm with experience interacting with senior executive teams and Boards of Directors
• Strong familiarity with GEMS, Diligent, Workiva, and the Section 16 filing process and willingness and ability to learn how to use new tools
• Advanced proficiency in Teams and Microsoft Office 365, especially Excel and PowerPoint
• Knowledge and experience in the areas of corporate governance and securities (’33 and ’34 Act)

• Excellent communication, interpersonal skills and collaboration skills, with the ability to build relationships across the business at all levels

• Demonstrated leadership skills that result in the production of high-quality services and exceptional standards
• Strong organizati