Corporate & Securities Counsel

Date: Apr 3, 2024

Location:

Phoenix, AZ, US, 85027

Company: Centuri Group, Inc. (S4)

Description:

Who We Are

Centuri (a subsidiary company of Southwest Gas Holdings, Inc. (SWX)) is a $3 billion strategic infrastructure services company that partners primarily with regulated utilities to help build and maintain the energy network that powers millions of homes and businesses across the United States and Canada. Guided by our values and our unwavering commitment to serve as long-term partners to customers and communities, Centuri’s more than 12,000 employees enable our customers to safely and reliably deliver electricity and natural gas and achieve their goals for environmental sustainability.

Centuri operates in 43 U.S. states and 2 Canadian provinces and is comprised of 7 primary operating companies providing a comprehensive set of infrastructure solutions to blue-chip electric, gas, and combination utility clients.

The position title of Corporate & Securities Counsel reports directly to the EVP, Chief Legal and Administrative Officer, Corporate Secretary (“CLAO”) and is a key member of the leadership team.

This position will be responsible for preparing, managing and overseeing legal work on private to public company filings, corporate governance and corporate books / records as well as assisting on executive compensation, equity plan administration, financing activities and other matters as required. You will be responsible for, at the direction of the CLAO, overseeing the Company's compliance with all securities laws and governance requirements.

This position will also have responsibility for supporting the CLO with Corporate Secretary responsibilities, including scheduling and related logistics for Board and Committee meetings, shareholder engagement, creating and maintaining corporate records, stock transfer and supporting the annual shareholders meeting. You will also be responsible for assisting with advising Directors and Officers on board evaluations, fiduciary responsibilities, insider trading policies, governance policies/ practices, possible conflicts of interest, reputational risk and more.

What You'll Do

Corporate, Securities, and Related Matters

• Oversee securities matters by providing direct legal services on securities and corporate law, work on disclosure matters relative to Regulation FD, Section 16 reporting obligations; securities offerings under the ‘33 and ‘34 Act, including debt and equity security offerings and financing arrangements

• Monitor pertinent legal, regulatory and stock exchange listing changes and trends as they relate to corporate governance for a publicly-traded corporation

• Assist with support for applicable litigation, M&A activity, contracts review, and other projects

• Provide counsel on public company debt and equity issuance, short and long term financing, intercompany lending, and related matters

Securities Markets

• Serve as liaison with the securities markets on which the Company’s shares are listed and may be responsible for ensuring the Company’s compliance with securities laws and exchange listing standards

• Administer trading black-out periods and trading plans, and pre-clearing purchases and sales of the Company’s securities by directors, officers, and other insiders in accordance with the Company’s insider trading policy

• Understand and comply with the stock exchange’s listing standards and annual and interim filing and notification requirements

• Prepare and file proxy statements; Form 10-Ks, 10-Qs, and 8-Ks; and registration statements with the SEC, including annual reports, sustainability reports, and 1933 Act filings

Stock Transfer

• Maintain shareholder records and provide for the transfer or replacement of stock certificates

• Assist with the provision of instructions for issuance or removal of securities legends, advise the transfer agent as to personnel who are authorized to give instructions for issuance of shares upon equity exercise or the treatment of share repurchases

Board and Committee Meetings

• Create an annual calendar of activities to ensure compliance with state, federal, and listing requirements, as well as compliance with the Company’s own articles of incorporation, bylaws, corporate governance guidelines, and committee charters

• Provide Support to CLAO in Advising Directors and Officers

• Support CLAO in advising on the administration of post employment-related plans and filings, board and board committee composition, and board and committee evaluations

• Support CLAO in advising on insider stock trading policies, ongoing director and officer education and training, regulatory and legal requirements, compliance and shareholder communications, engagement strategy, activism activities, and stewardship priorities

Annual Meeting of Shareholders

• Duties will range from scripting and engaging relevant members of the board and management, and ensuring that the shareholder vote is accurately and impartially tabulated, recorded, and disclosed

• Support the preparation and distribution of the legal documents associated with the annual meeting, including the proxy statement and notice of meeting.

• Drive negotiations with investors regarding shareholder proposals and provide soliciting proxies

Governance

• Ensure compliance with bylaws, corporate/committee charters, and governance documents

• Develop and administer other corporate-wide policies and policy manuals

• Interface with the governance rating agencies (ISS, Glass Lewis, MSCI) and interpretation and application of their policies to the Company

Corporate Records

• Create and maintain critical corporate records including storing, and adhering to records retention policy

What You'll Have

Basic Qualifications

• Bachelors Degree (BA/BS).

• Doctorate Degree - Juris Doctorate (J.D.) degree from a nationally recognized and accredited law school.

• Admitted to the Bar of at least one state and eligible for admission to the Arizona Bar as in-house counsel.

• Minimum of 5 years or more serving as a key member of, or regular securities and governance counsel to a publicly traded company.

• Detailed knowledge and understanding of state and federal laws, NYSE and SEC regulations, and other standards with respect to public company reporting requirements.

• Ability to demonstrate deep understanding and knowledge of relevant SEC requirements and stock exchange listing rules. Strong knowledge of NYSE listing and disclosure rules.

• Experience with filing 10-K, 10-Q, proxy statement, and other SEC required filings accurately and on time.

• Must be able to work comfortably in an intense, fast-paced environment, must be responsive to the needs of the board and senior management, be hands-on, and have the judgment/confidence to be able to execute under pressure in a timely manner.

• Excellent communication skills required to gain the confidence of the members of board and senior management.

• Demonstrated ability to work effectively with the highest level of senior management, and collaboratively with other corporate functions, including Finance, Compliance, Audit, and Investor Relations.

• Ability to manage and coordinate board and committee meetings/ logistics.

• Must possess excellent legal judgment and business acumen.

Preferred Qualifications

• Minimum of 10+ years of legal experience as a corporate securities lawyer.

• Minimum of 5 years or more corporate secretarial experience.

• Member of the Arizona Bar.

• Located in Phoenix, Arizona.

• Certified Corporate Governance Professional and active membership in the Society of Governance Professionals and NASPP.

Leadership and Behavioral Competencies

• Strategic Thinking - ability to analyze complex situations, anticipate future trends, and develop innovative plans to achieve long-term goals effectively.

• Inspiring Leadership and Global Experience - ability to leverage cross-cultural insights and communication to motivate diverse teams towards shared goals.

• Business and Financial Acumen – ability to comprehend and effectively navigate the financial aspects of an organization, making informed decisions to drive its success.

• Customer Intimacy - capability to deeply understand individual customer (internal or external) needs, preferences, and behaviors, fostering strong relationships and tailored solutions.

• Advanced Communication – provides a compelling roadmap and ability to convey complex ideas clearly, adapt messages to diverse audiences, and facilitate meaningful dialogue among internal / external stakeholders.

• Centuri One Team - nurturing and embodying the guiding principles of Centuri.

What You'll Get

• Benefit Package including Medical, Dental and Vision Coverage

• 401K w/ Company Match

• Voluntary Life & AD&D Insurance and Short-Term and Long-Term Disability

• Vacation/Sick Time and Paid Holidays

• Potential Bonus Opportunities

• Career Development Opportunities

• Employee Discounts

• Weekly Payroll

Legal Stuff

• Pass pre-employment, random, post-accident, and reasonable suspicion drug screens

• Provide valid US work authorization documents for E-Verify

• Satisfactory results of pre-employment background check results

Diversity, Equity & Inclusion Commitment

This job description is subject to change at any time. It reflects management’s assignment of essential functions, and does not exclude or restrict the tasks that may be assigned. Centuri and its subsidiary companies will provide equal employment opportunities to all applicants without regard to an applicant’s race, color, religion, sexual orientation, gender identity, genetic information, national origin, age, veteran status, disability, or any other status protected by federal, state or local law. Centuri will provide reasonable accommodations to allow an applicant to participate in the hiring process (e.g., accommodations for a test or job interview) if so requested.

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