Corporate Secretary Specialist

Under the direction of the Manager, this position is responsible for the corporate secretary function for the holding company and its subsidiaries that encompasses the following: 1) corporate governance matters; 2) director, officer and shareholder matters; 3) equity plan administration, and 4) compliance and regulatory matters. Supports and ensures compliance with the company’s corporate governance activities to ensure compliance with NYSE, SEC rules and regulations, state and federal laws and requirements for the holding company, the Bank and its subsidiaries.

• Attends, takes minutes for, and provides support where needed for board, committee, subsidiaries and shareholder meetings and serves as secretary as assigned. Advises and counsels directors and management on governance matters, researches director education opportunities and tracks director education activities. Ensures compliance with the Corporate Governance Guidelines, committee charters, articles and bylaws of all entities. Prepares board and committee resolutions, written consents and secretary certifications as needed. Assists with shareholder, director and officer relations and outreach.
• Responsible for complying with SEC, NYSE, state and federal rules and regulations with respect to insider transaction reporting, filing SEC registration statements and the company’s NYSE listing applications.
• Administers the bank’s Director and Officer Questionnaire process for Reg O and SEC compliance; the bank’s Reg O policy, including policies and procedures and Reg U training; the annual Audit and Risk Committee Questionnaire process; assists with preparation of the annual Corporate Governance Binder, and prepares interim and annual filings required by NYSE.
• Responsible for stock plan administration, including tax reporting, SEC reporting, communication with directors and stock transfer agent and brokers, and vesting and issuance processes. Ensures that a sufficient number of shares are authorized under all stock plans, that we have timely board and shareholder approval of any additional needed shares, and files applicable registration statements required by the SEC.
• Communicates with the transfer agent stock issuance, vestings and forfeitures, and ensures appropriate internal controls exist under the stock plans. Balances the ledger weekly with the transfer agent and monthly with Controllers. Ensures that inquiries from shareholders, executives and internal and external partners are handled in a timely and appropriate manner. Oversees the Dividend Reinvestment Plan.
• Serves as a Medallion Guarantor of the Bank, responsible for requesting annual purchase orders for vendors through Archer, responds to internal and external auditor requests and requests related to bank exams, assists with board and committee meeting logistics as needed.
• Performs all other miscellaneous responsibilities and duties as assigned.