Proofpoint
VP, Associate General Counsel - M&A and Corporate Securities
Sunnyvale, CA · Vp
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odds of building a lasting career here
Sponsors, but it's cap-subject — you still face the weighted lottery (~61% per draw at Level IV). Good if you win; have a cap-exempt backup on your list.
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About the role
- We are seeking a seasoned, driven, and practical corporate and securities attorney to join our lean, highly regarded legal team at a defining moment for the company.
- This role reports directly to the Chief Legal Officer, stepping into an established function with a structured transition from its longtime senior leader.
- This role is based at our Sunnyvale, CA headquarters, with four days in office per week for those living nearby.
Responsibilities
- The work is live, not theoretical: an active deal pipeline, a leveraged capital structure, and the foundations of a public company to build.
- Run board and committee operations, including for the risk and compensation committees, covering agendas, materials, minutes, resolutions, and action items, in support of the Corporate Secretary function
- Own the legal review of earnings materials and public announcements alongside Finance, Investor Relations, and Communications
- Manage, mentor, and develop members of the corporate legal team, setting the bar for quality and pace
- Partner with cross-functional stakeholders on the Company's ESG and corporate responsibility program, including governance disclosures, policy development, and emerging regulatory requirements
- Manage real estate matters for the Company's domestic and international offices, including lease negotiations, renewals, and terminations
Nice to have
- Direct experience taking a company public or operating inside a newly public company, with IPO and initial listing work strongly preferred
Compensation
- 245,400.00 - 337,370.00 USD
- 197,100.00 - 271,040.00 USD
- 177,500.00 - 244,090.00 USD
Benefits
- You will leave every process better than you found it while serving as a strategic partner to, among others, the finance, accounting, people, equity, and leadership teams.
- Consistent with Proofpoint values and applicable law, we provide the following information to promote pay transparency and equity.
- This role may be eligible for variable compensation and/or equity.
Company info
- Proofpoint is a global leader in human- and agent-centric cybersecurity. We protect how people, data, and AI agents connect across email, cloud, and collaboration tools. Over 80 of the Fortune 100, 10,000 large enterprises, and millions of smaller organizations trust Proofpoint to stop threats, prevent data loss, and build resilience across their people and AI workflows. Our mission is simple: safeguard the digital world and empower people to work securely and confidently. Join us in our pursuit to defend data and protect people.
- How We Work:
- At Proofpoint you'll be part of a global team that breaks barriers to redefine cybersecurity guided by our BRAVE core values:
- Bold in how we dream and innovate
- Lead legal efforts on capital markets and financing transactions, including credit agreement compliance, refinancings, and offering-related work
- Lead all legal aspects of strategic transactions, including acquisitions, tender offers and other capital markets transactions, strategic investments, and partnerships, from structuring and diligence through closing and integration
- Advise senior management and the board on corporate governance trends and regulatory developments
- Serve as the go-to legal advisor on stock administration, executive compensation, affiliate transactions, investor relations, and shareholder matters, and oversee the Company's equity incentive plans in partnership with the equity team, including plan design, administration, and regulatory compliance
- Build and own the insider trading compliance program, including policies, training, trading windows, and Rule 10b5-1 administration, incorporating automation and self-service AI tools
- Lead our public company readiness initiatives end to end, from governance structures and exchange listing requirements to the full policy suite
- Stand up, then direct, the SEC reporting function (10-K, 10-Q, 8-K, Section 16) and exchange compliance, leveraging AI tools to enhance disclosure drafting and consistency
- Design the annual meeting and proxy process ahead of need, leveraging AI tools to enhance disclosure drafting and stakeholder engagement
Visa & Work Authorization
- materials, presenting to directors, and advising boards and executive teams, ideally with exposure to a private equity sponsor board
This listing is sourced directly from Proofpoint's careers page and normalized into a canonical job model.