Corporate Secretary in Secaucus, NJ at Quest Diagnostics

Date Posted: 11/29/2022

Job Snapshot

  • Location:
    500 Plaza Drive
    Secaucus, NJ
  • Date Posted:
    11/29/2022
  • Function
    Administration
  • Job Family
    Legal
  • Remote
    On-site
  • Position Type
    Regular Full-Time
  • Shift
    Day

Job Description

The Corporate Secretary will be accountable for federal securities law compliance and corporate governance programs of the enterprise, including the following core responsibilities. The position will report directly to the Senior Vice President, General Counsel, be based at the Company’s Secaucus, NJ, headquarters and be a member of the Legal Department’s management team. 

  • Responsibility for Quest Diagnostics’ regulatory obligations under the federal securities laws (including the ’33 Act and the ’34 Act) and NYSE listing obligations and rules, including:
    • Advising the senior leadership team on U.S. securities law compliance, NYSE obligations, corporate governance matters, disclosure best practices and trends;
    • Preparing and filing required periodic and current reports with the SEC, including Forms 10-K, 10-Q, 8-K, and 11-K, proxy statements, registration statements and Section 16 reports;
    • Reviewing earnings releases, press releases and other investor-focused materials for securities law compliance and disclosure considerations, including slides, scripts and talking points;
    • Managing Quest Diagnostics’ insider trading program;
    • Co-leadership of the Disclosure Committee; and
    • Ensuring proper disclosure controls and procedures.
  • Supporting the Board of Directors in all board matters, including:
    • Attending all Board and Committee meetings;
    • Advising on corporate governance matters and counseling on new and developing corporate governance practices;
    • Preparing, maintaining and ensuring compliance with key governance policies;
    • Drafting and maintaining minutes for all Board and Committee meetings;
    • Preparing and maintaining Board and committee materials and documents;
    • Maintaining relations and addressing matters raised by proxy advisors;
    • Advising on key corporate governance matters; and
    • Developing, coordinating and contributing to director orientation and training programs.
  • Responsibility for all aspects of stockholder engagement, including:
    • Preparing and managing Quest Diagnostics’ annual stockholders meeting;
    • [Co-]Leadership of the Company’s stockholder engagement program;
    • Advising on engagement efforts with proxy advisory firms and governance and ESG rating firms;
    • Managing stockholder proposal processes;
    • Managing and overseeing stock transfer matters and the Company’s registrar and transfer agent.
  • Provide legal support for Treasury activity, including corporate finance (e.g., credit facilities), ISDAs, share buybacks and capital markets transactions (e.g., bond and other securities offerings)
  • Provide legal support for executive compensation and equity-based compensation programs, working closely with Human Resources
  • Support for the Company’s ESG/Sustainability program and initiatives, including stakeholder alignment, engagement and communications
  • Corporate secretarial and subsidiary management for the entire Quest Diagnostics enterprise
  • Provide general legal support for the Investor Relations and Corporate Communications functions
  • Participate in the management of the Legal Department
  • Managing and developing corporate paralegals
  • Supporting Quest Diagnostics’ acquisition, divestiture and other strategic activities
  • Manage outside counsel relationships in coverage areas
  • Legal oversight of the Company’s Authorization Matrix
  • Manage 2 – 3 direct reports
  • Up to 25% travel

Qualifications

  • Competitive candidates will have a J.D., be duly licensed to practice law
  • Unquestioned integrity and excellent judgment
  • Natural leader with executive presence, motivates and inspires; interpersonal savvy, with ability to build followership and credibility at all levels of the organization
  • Intellectually curious
  • Customer-focused, action-oriented problem solver with ability to drive for results and provide practical solutions (or paths to resolution) on complex matters
  • Strong business acumen, able to effectively and appropriately balance legal and business considerations
  • Able to develop relevant, practical policies and processes to implement best practices, mitigate risk and drive results
  • Able to work effectively and thrive in a fast-paced, lean environment; calm under pressure
  • Team player with strong collaborative orientation
  • Exceptional negotiation and verbal and written communication skills, able to convey complicated information in an understandable and engaging way
  • Culturally savvy, agile and able to operate successfully in a matrixed environment, fostering strategic alignment
  • Driving continuous improvement and implementing best practices
  • Cost effectively managing external resources
  • Strong project management skills
  • Strong corporate, commercial or transactional experience
  • Adaptable and willing to flex to help with matters outside core responsibilities