General Counsel & Compliance Director

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Description

Job Title: General Counsel & Compliance Director

Reports To: Chief Executive Officer (CEO)

FLSA Status: Exempt

Department: Legal & Compliance

Manager Once Removed: Board of Directors

Level of Work: Level III & IV

Position Summary: The General Counsel & Compliance Director serves as the company's legal advisor and compliance leader, reporting directly to the CEO and partnering with the executive leadership team and Board of Directors. This executive-level role is responsible for all legal affairs, regulatory compliance, contract management, employment law matters, and government contracting requirements including ITAR, EAR, and FAR/DFARS. The General Counsel will proactively develop, implement, and continuously improve a comprehensive compliance program, identify and address gaps in the organization's legal and regulatory framework. This role manages the Legal & Compliance department with direct reports and serves as the primary point of contact for all legal and compliance matters across the organization.

Key Results Areas:

Legal Advisory & Corporate Governance:

• Serve as the principal legal advisor to the CEO, executive leadership team, and Board of Directors on all legal matters.
• Provide strategic counsel on corporate governance, M&A transactions, securities law, and risk management.

Contract Management:

• Oversee contract management process for government contracts, commercial agreements, vendor agreements, NDAs, teaming agreements, subcontracts, and licensing arrangements.

Compliance Program Development:

• Proactively manage a comprehensive compliance program.
• Identify gaps in existing compliance infrastructure, develop corrective action plans, implement monitoring systems, and establish a culture of compliance organization-wide in cooperation with the various Business Units.

ITAR/EAR & Export Control:

• Ensure full compliance with the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), and all applicable export control laws.
• Develop and enforce export compliance policies, manage export licenses, and maintain required records.

FAR/DFARS & Government Contracting:

• Ensure compliance with FAR, DFARS, and related government contracting requirements.
• Advise on proposal compliance, contract modifications, claims, disputes, and government audits.

CMMC & Cybersecurity Compliance:

• Assist the CIO with the organization's efforts to achieve and maintain Cybersecurity Maturity Model Certification (CMMC) at the required level.

Employment Law & HR Support:

• Draft, review, and negotiate employment agreements, severance agreements, non-compete/non-solicitation agreements, and independent contractor agreements.
• Advise HR on employee relations, workplace investigations, terminations, ADA/FMLA compliance, and litigation avoidance.

Public Company Compliance:

• Ensure compliance with SEC regulations, Sarbanes-Oxley Act, stock exchange listing requirements, insider trading policies, and corporate disclosure obligations.
• Support SEC filings, proxy statements, and board materials.
• Monitors and resolves whistleblower complaints through the Company's whistleblower hotline.

Litigation & Dispute Management:

• Manage all litigation, arbitration, and dispute resolution matters.
• Select and oversee outside counsel, manage legal budgets, and develop litigation strategies aligned with business objectives.

Risk Management:

• Identify, assess, and mitigate legal and compliance risks across the organization.
• Oversee the company's insurance program and coordinate with brokers on coverage adequacy.

Supervisory Responsibilities:

Directly supervises compliance managers and staff within the Legal & Compliance department. Carries out supervisory responsibilities in accordance with the organization's policies, values, and applicable laws. Responsibilities include recruiting, hiring, and developing legal and compliance professionals; planning, assigning, and directing work; managing outside counsel relationships and budgets; developing employees' skills and encouraging professional growth; setting expectations and appraising performance; addressing complaints and resolving problems; establishing positive employee relationships through fair, consistent, and respectful treatment. Manages relationships with external legal counsel, regulatory agencies, and government bodies.

Qualifications:

To qualify for this position, an individual must possess the knowledge, training, experience and abilities required.

Education and Training

• Juris Doctor (JD) from an ABA-accredited law school (required)
• Active membership in good standing with at least one U.S. state bar (required)
• LL.M. in Government Procurement Law, National Security Law, or related field (preferred)

Experience:

• 10+ years of progressive legal experience, with at least 5 years in a senior in-house legal role
• Defense expertise with commercial orientation, balancing regulatory rigor with practical business solutions
• International exposure: cross-border transactions, foreign subsidiary oversight, international joint ventures, and global regulatory compliance
• Public company experience: in-house counsel at a publicly traded company covering SEC reporting, corporate governance, shareholder relations, and SOX
• M&A: due diligence, deal structuring, negotiation, integration planning, and post-acquisition compliance harmonization
• Industry & private legal: substantive experience in both in-house and law firm environments across advisory, transactional, and litigation functions
• Significant experience with government contracting, defense/aerospace industry, or similarly regulated environment
• Demonstrated experience with ITAR/EAR export controls, FAR/DFARS compliance, and cybersecurity frameworks
• Experience managing legal teams and outside counsel

Other:

• Must be willing to work extended hours as required to meet legal deadlines, regulatory filings, and urgent business needs
• Travel up to 10% of working time, including travel to government agencies, regulatory bodies, outside counsel, and company facilities as needed.

Desired Job Qualification:

• Prior General Counsel or Deputy General Counsel experience in a publicly traded defense, aerospace, or technology company
• Experience overseeing and enhancing a compliance program from the ground up or significantly restructuring an existing one
• Board of Directors presentation experience and corporate secretary experience
• Experience with M&A due diligence, integration, and post-acquisition compliance harmonization

Skills:

To perform the job successfully, an individual should demonstrate the following competencies:

• Juris Doctor (JD) degree from an accredited law school required. Active membership in good standing with at least one state bar association. Demonstrated expertise in government contracting law (FAR/DFARS), export control regulations (ITAR/EAR), and corporate compliance frameworks.
• Deep knowledge of SEC reporting obligations, Sarbanes-Oxley compliance, corporate governance requirements, and other regulatory requirements applicable to publicly traded companies. Experience with cybersecurity compliance frameworks.
• Excellent written and verbal communication skills with the ability to present complex legal concepts to executive leadership, board members, and non-legal stakeholders
• Strong leadership and management skills with the ability to build and lead a high-performing legal and compliance team
• Exceptional analytical and problem-solving skills with meticulous attention to detail in contract review and regulatory analysis
• Proven ability to manage enterprise-wide compliance programs, policies, and training initiatives.
• Ability to analyze complex legal and business problems and develop practical, effective solutions at both strategic and operational levels.
• Demonstrated integrity, sound judgment, and the ability to handle sensitive and confidential matters with discretion
• Ability to work autonomously as a strategic business partner to the CEO and executive team while fostering a collaborative, compliance-focused culture across the organization

Physical and Mental Demands

The physical demands and work environment characteristics described here are representative of those that must be met by an employee to successfully perform the essential functions of the position. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

• Physical demands: While performing the duties of this position, the incumbent is primarily required to sit for extended periods, stand, walk, and use hands for typing and document review. Required to speak and communicate clearly with others in person, by phone, and via video conference. May need to exert up to 10 pounds of force occasionally to move files or office materials.
• Mental demands: While performing the duties of this position, the incumbent is required to read, write, analyze data and reports, exercise judgment, develop plans, procedures and goals, present information to others and work under pressure.
• Work Environment: While performing the duties of this position, the incumbent works primarily in a professional office environment. The noise level is generally low to moderate. May be required to work in secure or classified environments when handling ITAR-controlled or classified information. Occasional travel to government facilities, courthouses, or other business locations.

Work Authorization/Security Clearance

Must be a U.S. Person as defined by ITAR (22 CFR §120.15). Must be eligible to obtain and maintain a security clearance as required by government contracts. Must be able to work in the U.S. without sponsorship.

This job description is not all inclusive but rather serves as a general guideline of the current needs of the position and can be modified at the discretion of management to meet current business needs. Experience and education requirements are the primary basis for awarding this position, however substitutions that are essentially equivalent may be made as they relate to the essential functions, duties, and responsibilities of this position

Salary Description

$180,000 - $250,000