Assistant General Counsel – Governance & SEC in Glenview, IL at ITW

Date Posted: 8/23/2019

Job Snapshot

  • Employee Type:
  • Location:
    Glenview, IL
  • Job Type:
  • Experience:
    At least 10 year(s)
  • Date Posted:

Job Description

Position at ITW Corporate

The Assistant General Counsel – Governance & SEC will work under the direction of the Chief Governance Counsel & Asst. Secretary to maintain sound corporate governance and public company practice, proactively support the Board, and provide Corporate Social Responsibility support and support for related engagement with ITW’s largest shareholders and CSR stakeholders. The role will partner closely with other corporate functions and with other attorneys and professionals to provide legal advice and counsel on Governance & SEC matters. 

Primary Responsibilities:

  • This role will involve assistance with and/or assumption of significant responsibility in connection with the following:
  • Preparation of proxy statement, oversight of proxy process and support of Executive Compensation team, including Compensation Committee materials.
  • Development and drafting of Board and committee materials; work with Corporate Governance Manager in delivery of Board materials and materials for Annual Meeting of Stockholders.
  • Support CSR-related engagement with ITW’s “80” shareholders and CSR stakeholders.
  • Maintenance and oversight of Company’s standing with proxy advisors and ESG rating organizations.
  • Review of SEC filings, earnings releases and investor presentations.
  • Maintenance of all foreign and domestic subsidiaries.
  • Section 16 filings.
  • NYSE filings and requirements.
  • Support Treasury functions (e.g., debt offerings, negotiation of credit facility).
  • Act as a subject matter resource for Chief Governance Counsel and General Counsel, as well as corporate functions outside the Legal Department (i.e., external reporting, investor relations, HR, treasury, tax).
  • Provide updates as appropriate to keep stakeholders informed of important Governance developments and
  • Maintain current knowledge of laws, regulations and standards with a view to maintaining sound corporate governance and public company practice.
  • Assist with developing legal budget and proactively managing to that budget.
  • Assume responsibility for special projects and assignments as determined.
  • Manage outside counsel as needed.


  • JD degree from an ABA-accredited law school and admission in good standing to at least one state bar required.
  • 10+ years of directly related legal experience, including 6+ years in a law firm
  • Strong 1934 Act experience, especially proxy statement and related executive compensation disclosures.
  • Familiarity with proxy advisor practices and shareholder engagement.
  • Proven ability to work collaboratively across multiple corporate functions while building strong personal and cross-functional relationships with a variety of stakeholders
  • Excellent management skills and judgment with capacity to make decisions and give advice while demonstrating an understanding of business considerations and relevant risks.
  • Strong organizational skills, flexibility and ability to thrive in a fast-paced environment.
  • Communicates in a clear, concise and understandable manner, both orally and in writing; ability to convey complex legal issues to non-lawyers.
  • Demonstrated leadership talent, with the ability to motivate and interface with coworkers at all levels by virtue of keen business acumen, excellent judgment, professional competence, emotional intelligence, credibility, flexibility and personal integrity
  • Solid interpersonal skills, with an ability to inspire trust and confidence with internal and external stakeholders
  • Strong project management experience and skills
  • Ability to balance strategic and tactical issues
  • Self-starter who is collegial, flexible and able to multi-task while working in a global team environment
  • Available for in-person consulting and collaboration, training, meetings and other business functions as required by the role; travel, including international as needed
  • Reasonable after-hours availability by email or telephone to receive and respond to communications
  • General availability in person at the Glenview corporate office to meet the demands of the role

Illinois Tool Works Inc. (“ITW” or “the Company”) is an equal employment opportunity employer. All qualified applicants will receive consideration for employment without regard to race, color, sex, gender identity, sexual orientation, religion, national origin, age, disability, protected Veteran status or any other characteristic protected by applicable federal, state, or local laws.

If you are a qualified individual with a disability and are unable or limited in your ability to use or access the online application system process due to your disability, please email to request assistance. No other requests will be acknowledged.