VP, Associate General Counsel - M&A and Corporate Securities

About Us:

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

Responsive to feedback, challenges and opportunities

Accountable for results and best in class outcomes

Visionary in future focused problem-solving

Exceptional in execution and impact

VP, Associate General Counsel, Corporate

About Proofpoint

Cyberattacks start with people, and so do we. Proofpoint is a leading cybersecurity and compliance company that protects organizations' greatest assets and biggest risks: their people. Thousands of enterprises worldwide, including the majority of the Fortune 100, rely on us to stop targeted threats, safeguard their data, and make their people more resilient against attack.

The Opportunity

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. You will lead the legal function for corporate, securities, and strategic transaction matters, own our public company readiness initiatives, and manage and grow a small legal team, beginning with one direct report and expanding with the company's growth. 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.

This is an ideal seat for someone who wants meaningful ownership rather than a narrow lane, and who is excited by the opportunity to work directly with, and become a trusted partner to, an experienced Chief Legal Officer. The work is live, not theoretical: an active deal pipeline, a leveraged capital structure, and the foundations of a public company to build.

This role is based at our Sunnyvale, CA headquarters, with four days in office per week for those living nearby. Remote work is a possibility, with the expectation of being on site in Sunnyvale on a relatively frequent basis.

You Will

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

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

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

Own the legal review of earnings materials and public announcements alongside Finance, Investor Relations, and Communications

Design the annual meeting and proxy process ahead of need, leveraging AI tools to enhance disclosure drafting and stakeholder engagement

Be the lawyer other teams pull into the room early, from finance and tax to corporate communications, marketing, and product compliance

Lead internal initiatives and direct outside counsel across your areas, owning the relationships, the work quality, and the spend

Manage, mentor, and develop members of the corporate legal team, setting the bar for quality and pace

Serve as a director of each of the Company’s domestic and international subsidiaries (70+ and growing), overseeing entity governance and administrative matters, including intercompany funding, incorporations, and annual maintenance; partner closely with Tax and Finance to structure, stand up, and dissolve entities as the business evolves, applying working knowledge of accounting, finance, and tax concepts to effectively project manage these matters

Oversee the Company’s corporate insurance program, including D&O, E&O, and other key policies, partnering with Finance and Risk Management on coverage placement, renewals, and claims

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

You Have

12+ years of corporate and securities experience, combining solid training at a top Am Law 100 firm with meaningful in-house corporate experience at a fast-paced and innovative publicly traded technology or cybersecurity company

Working knowledge of accounting, finance, and tax concepts sufficient to effectively project manage entity governance and administrative matters across a growing global subsidiary structure

Direct experience taking a company public or operating inside a newly public company, with IPO and initial listing work strongly preferred

Hands-on experience leading strategic transactions, including M&A structuring, diligence, negotiation, and integration planning through post-close execution

Experience leading public company investor engagement, including shareholder outreach, proxy advisor interactions, and the judgment calls that come with an active institutional shareholder base

Deep familiarity with credit agreements and the debt financing rhythms of a private equity backed capital s tructure, including covenant compliance, amendments, and refinancings

Deep command of Securities Act and Exchange Act requirements, proxy rules, Section 16, and exchange listing standards

Meaningful boardroom experience, including preparing board and committee materials, presenting to directors, and advising boards and executive teams, ideally with exposure to a private equity sponsor board

Proven ability to build and develop a team, lead through influence, get the best from outside counsel, and manage stakeholders at all levels of the organization, including the executive leadership team

The judgment to weigh business goals, regulatory obligations, and reputational risk, and land on the practical answer

The ability to thrive in a fast-paced, private equity backed environment and manage time-sensitive matters

Strong project management skills and the ability to prioritize multiple competing deadlines

Outstanding written and verbal communication skills, including the ability to advocate for a position while staying collaborative and open-minded

Ease in using AI to