Director, Corporate Governance Counsel

Location: Wilmington
Posted on: June 23, 2025

Job Description:

Incyte is a biopharmaceutical company focused on the discovery, development, and commercialization of novel medicines to meet serious unmet medical needs in oncology and inflammation and autoimmunity. Incyte is committed to the rigorous pursuit of research and development excellence to improve the lives of patients, make a difference in health care, and build sustainable value. The Company strives to discover and develop first-in-class and best-in-class medicines-advancing a diverse portfolio of large and small molecules. Background This role sits in Global Legal Corporate Affairs and reports directly to the Vice President of the group. Job Summary (Primary function) The individual in this role will be responsible for ensuring that the company’s corporate governance practices are consistent with all legal and regulatory requirements, best practices, and internal policies and will play an integral part in supporting our General Counsel and senior management to maintain strong governance structures and mitigate legal and regulatory risks. The individual in this role will also work closely with the investor relations and finance teams, as well as other members of the legal and compliance team, regarding securities disclosures and filings. Essential Functions of the Job (Key responsibilities) Advise the General Counsel and senior management on corporate governance matters, including compliance with SEC regulations, NYSE/NASDAQ listing requirements, and other applicable rules and regulations. Assist with the preparation and filing of the company’s annual proxy statement, 10-K, 10-Q, and other securities filings. Provide guidance on the company’s corporate governance policies, including Board composition, director independence, executive compensation, shareholder proposals, and related party transactions. Liaise with external counsel, auditors, and regulators to ensure compliance with governance and disclosure requirements. Advise on shareholder engagement, including managing communications with institutional investors and responding to shareholder inquiries or concerns related to governance matters. Assist in preparing for and providing support at Board and committee meetings, including drafting materials, minutes, and resolutions. Monitor and evaluate emerging corporate governance trends and regulatory changes to ensure the company remains in compliance with current best practices. Handle special projects as needed to ensure the company’s governance framework aligns with strategic goals and regulatory requirements. Liaise with Investor Relations, Communications, and HR to ensure that corporate messaging is consistent with all disclosure obligations. Assist with other responsibilities as needed relating to corporate governance Qualifications (Minimal acceptable level of education, work experience, and competency) J.D. from an accredited law school and active bar membership. At least 5 years of experience in corporate governance, securities law, or related legal practice. In-depth knowledge of SEC regulations, stock exchange listing requirements, and corporate governance best practices. Proven experience drafting and reviewing SEC filings, including proxy statements, 10-Ks, and 10-Qs. Strong understanding of corporate governance structures, including the roles and responsibilities of the Board of Directors and its committees. Excellent legal research, writing, and communication skills. Ability to handle sensitive and confidential information with discretion and professionalism. Strong interpersonal skills and the ability to collaborate effectively with senior management, legal colleagues, and external stakeholders. A proactive, solution-oriented approach with the ability to manage competing priorities in a fast-paced environment. Preferred Qualifications: Experience in advising boards on executive compensation, shareholder proposals, and related party transactions. Familiarity with ESG (Environmental, Social, and Governance) considerations and their impact on corporate governance. Prior experience working in-house at a publicly traded company preferred. Disclaimer: The above statements are intended to describe the general nature and level of work performed by employees assigned to this job. They are not intended to be an exhaustive list of all duties, responsibilities, and qualifications. Management reserves the right to change or modify such duties as required. Incyte Corporation is committed to creating a diverse environment and is proud to be an equal opportunity employer. The Incyte hiring organization processes your personal data to manage your job application in order to enter into an employment relationship with you if you are the successful candidate. You may have the right to access, delete, restrict, edit, move, or object to the use of your personal data. You may also have a right to report concerns to the authority responsible for data privacy in the country where the position is based or where you live or work. By accessing this link you can learn about the types of personal data we collect, how we use it, whether collection and processing is optional, sources of the personal data we process, how it is shared, where it is stored or transferred to, how long we keep it, and contact information for Incyte, Incyte’s data protection officer, and your supervisory authority (if applicable).

Keywords: , Silver Spring , Director, Corporate Governance Counsel, Legal , Wilmington, Maryland