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Corporate Securities Counsel
Refer job# UAGB171124
Corporate Securities Counsel The candidate will maintain an in-depth understanding of our business, it's risks and opportunities, and provide legal advice to the company and senior leadership through a public company lens. Prepare and review Red Robin's SEC filings, including 10-Ks, 10-Qs, 8-Ks, proxy statements, S-8s and Section 16 filings, and ensure compliance with SEC and NASDAQ rules and regulations. Work with the HR team advising on Red Robin's executive compensation practices, including senior management agreements, stock plan administration, executive agreements, incentive bonus plans and programs, severance plans and guidelines, and any related public company disclosure considerations. Advise on and own policies and procedures relating to securities law compliance and disclosure matters, including the administration of Red Robin's Insider Trading Policy. Advise and support Red Robin's corporate governance policies and procedures, including preparing Board and Committee agendas and materials, ensuring compliance with policies and charter documents, and drafting minutes. Partner with the Investor Relations teams on Regulation FD compliance, stockholder engagement activities, and Red Robin's Annual Meeting. Review external communications, including press releases, investor presentations, and other announcements, and significant internal communications. Provide judgment and leadership in assisting the Investor Relations team to report ESG goals and results in an integrated Sustainability Report. Advise Board and Executive Team on external governance trends and SEC and NASDAQ developments, in an evolving regulatory landscape. Advise on ISS/Glass Lewis voting policies. Collaborate with the Finance and Accounting teams to ensure compliance with our credit facility and support other projects, such as financing transactions. Work closely with our internal audit and SOX compliance teams to advise on public company compliance matters. Assist with other duties as assigned.

The candidate should have a J.D. degree and admitted to (at least one) state bar and be qualified to work in-house in Colorado. Should have 7+ years of experience, preferably at both a well-regarded law firm and in-house at a public company. In-depth knowledge of corporate and securities law (particularly SEC/NASDAQ reporting rules and regulations). Extensive background with public company reporting is a must, including preparing/reviewing 10-Ks, 10-Qs, 8-Ks, proxy statements, S-8s, and filings on Forms 3, 4, and 5. Experience supporting the corporate secretarial function, including preparation of corporate governance policies, meeting agendas, and minutes. Experience in a fast-paced company, with a history of advising in real-time in meetings, including to the C-suite, providing accurate guidance and pragmatic solutions. Sound business judgment (not just legal sense) and a strong sense of ethics. Strong attention to detail and well-developed business acumen and financial literacy. Excellent collaboration skills with the ability to build effective relationships across corporate organizations. Ability to effectively communicate legal issues in plain English and obtain input and make decisions within tight deadlines. Ability to meet deadlines, prioritize, multi-task, and cope well with change.

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