Lead Counsel, Securities & Corporate Governance

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Lead Counsel Securities & Corporate Governance

Location: Richmond VA USA - 9954 Mayland Drive (hybrid)

Competitive base pay benefits bonus program

The McKesson Medical-Surgical Inc. (MMS) Legal Department is seeking an experienced highly organized Lead Counsel Securities & Corporate Governance to join its Corporate Governance & Strategic Transactions (CG&ST) pillar.

The role reports to the Managing Principal Counsel CG&ST. This attorney will provide strategic practical legal counsel on securities law corporate governance SEC reporting Board and committee matters shareholder engagement and public company compliance. The successful candidate will help design and implement scalable governance disclosure reporting and compliance processes as MMS prepares to operate as an independent public company.

What Youll Do

• Work with Assistant Corporate Secretary to build and continuously improve the governance function including Board processes governance policies governance technology disclosure controls and public-company readiness initiatives.

• Assist in the operations of the corporate secretarial function on an as needed basis

• Participate in development of and execute the companys shareholder engagement strategy including responding to shareholder inquiries coordinating governance roadshows and partnering with Investor Relations Communications Executive Compensation Sustainability and senior leadership. Serve as a key point of contact with proxy advisory firms including ISS and Glass Lewis.

• Respond to shareholder inquiries and conduct proactive outreach to key shareholders. Organize and engage in biannual governance roadshows coordinating with investor relations communications executive compensation the Chief Counsel Sustainability and other stakeholders. Engage with ISS or Glass Lewis as appropriate.

• Participate in development of and execute proxy statement disclosure strategy coordinating cross-functional stakeholders to prepare draft and review governance disclosures manage shareholder proposals and oversee responses and no-action requests.

• Build processes to monitor assess and implement developments relevant to corporate governance proxy statements and shareholder engagement including best practices and trend developments.

• Serve as a trusted advisor on a broad range of securities law corporate governance and public company matters.

• Design develop and deliver training programs and practical guidance for business finance legal and executive stakeholders on securities law corporate governance and public company compliance obligations.

• Build and enhance scalable disclosure and reporting processes and serve as the legal lead for SEC reporting including Forms 10-K 10-Q and 8-K in close partnership with Corporate Financial Reporting and other stakeholders.

• Support the design implementation and continuous improvement of disclosure controls public company compliance programs and applicable listing compliance processes. Collaborate in the preparation and review of SEC filings and other regulatory disclosures.

• Collaborate with Finance Accounting Investor Relations and Communications teams on external communications such as earnings releases and press releases

• Build and oversee insider trading compliance processes including trading clearance procedures Rule 10b5-1 trading plans equity transaction reviews and share repurchase activities.

• Build processes to monitor assess and implement applicable developments in SEC rules legal policies and compliance relevant to corporate governance and reporting and support internal education policy development implementation and compliance.

Minimum Requirements

• Juris doctor degree or equivalent

• 7 years relevant experience practicing as an attorney in public company governance and securities laws

• Admitted to practice before a state bar with active license in good standing

Critical Skills & Experience

• Knowledge of SEC and stock exchange rules and related considerations particularly as apply to board composition director independence conflicts related person transactions and proxy statement disclosures.

• Experience building or enhancing governance disclosure and compliance processes.

• Proficiency in communicating with and providing clear practical counsel to executives directors shareholders business teams and other stakeholders.

• Efficiency in working both independently and collaboratively with a record of developing strong working relationships in a matrixed enterprise environment.

About MMS

McKesson Medical-Surgical (MMS) which is expected to become Wellverse in early 2027 is a subsidiary and publicly reported segment of the McKesson Corporation. MMS distributes medical-surgical supplies pharmaceuticals diagnostic equipment and supplies along with other solutions and services to virtually every type of healthcare setting and provider outside of the traditional hospital. These markets often referred to as Alternate Care or Non-Acute Care include physician offices surgery centers long-term care providers laboratories home health and hospice agencies health systems government facilities and online marketplaces and retailers.

Alternate Care markets are growing rapidly and MMS is proud to be a leader in this space. With a team of approximately 8000 employees a network of 15 distribution centers and approximately 900 delivery vehicles we collaborate with more than 2200 leading manufacturers and serve over 200000 customer accounts across the U.S. Our catalog includes more than 270000 SKUs of branded and private-label medical-surgical products from bandages to specialty pharmaceuticals and COVID-19 tests.

Career Level

IC-Professional-P4

We are proud to offer a competitive compensation package at McKesson as part of our Total Rewards. This is determined by several factors including performance experience and skills equity regular job market evaluations and geographical markets. The pay range shown below is aligned with McKessons pay philosophy and pay will always be compliant with any applicable regulations. In addition to base pay other compensation such as an annual bonus or long-term incentive opportunities may be offered. For more information regarding benefits at McKesson pleaseclick here.

Our Base Pay Range for this position

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