Senior Counsel and Assistant Secretary

This position will provide legal advice and support for matters relating to public company governance, securities, corporate finance, mergers and acquisitions, and certain corporate compliance areas. The position will also provide support for commercial matters, including customer and supplier agreements, intellectual property, employment, marketing, and real estate matters, and other areas. This position will work closely with the Board of Directors, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior leaders across the company. This position reports to the Chief Legal and Compliance Officer.

• Support all aspects of U.S. public company activities, including SEC filings (including reviewing, drafting and managing periodic and current reports and proxy statements), stock exchange listing requirements and annual stockholder meetings.
• Draft and review corporate policies, processes, legal memoranda and other governance-related documents for public company matters including the Company’s insider trading program and policies.
• As Assistant Secretary, provide support for public company board and committee meetings, as well as the governance of all subsidiaries, including maintaining corporate records.
• Ensure compliance with insider trading laws and Section 16 reporting obligations, including coordination with internal stakeholders and outside advisors.
• Maintain corporate entity records in governance platforms (e.g., Diligent Entities or equivalent); ensure timely updates to reflect corporate changes.
• Stay current on changes in laws and regulations that may impact the company, particularly those related to securities, governance, and ESG disclosures, and help prepare for their implementation.
• Provide legal guidance related to ESG strategy, reporting, and disclosures, including review of sustainability reports and stakeholder engagement materials.
• Review and advise on equity plans, executive compensation disclosures (e.g., CD&A, pay versus performance), and related governance issues.
• Work with the accounting and finance teams to support the Company’s financing activities, including negotiation and ongoing compliance; provide legal support for equipment financings and related activities.
• Support mergers and acquisitions activities, including legal diligence, negotiation and drafting of transaction documentation as necessary.
• Negotiate, draft documents and provide day-to-day support for general commercial matters,including customer and supplier agreements, and intellectual property, employment, marketing, and real estate matters.
• Apply effective risk management techniques and offer proactive advice.
• Work with outside counsel, external stakeholders and service providers as appropriate.

Ancillary Responsibilities:

• Support or coordinate internal investigations in response to compliance concerns or hotline reports, in collaboration with HR or Compliance.
• Help develop and refine legal department processes and templates to improve efficiency, risk management, and consistency in legal support.
• Periodically deliver training to employees on legal and compliance topics, such as insider trading, governance, or records retention.
• Provide legal support for internal audit initiatives or enterprise risk assessments, particularly where there is overlap with regulatory exposure.

• High degree of professional ethics and integrity.
• Superior writing and communication skills; strong attention to detail.
• Proven experience as a legal counsel in business setting, able to gain the confidence and trust of internal and external stakeholders.
• Demonstrated knowledge of U.S. securities laws, public company disclosure requirements, SEC rules and regulations, and stock exchange requirements.
• Experience preparing for and supporting board meetings and committees.
• Ability to proactively identify and solve complex problems and to think strategically and beyond existing solutions and frameworks.
• Ability to work collaboratively, cross-functionally and with diverse teams, including senior executives and Board members; ability to clearly articulate and present complex advice to executives, other employees and external constituencies.
• Ability to manage multiple projects simultaneously under pressure, with exceptional organizational and prioritization skills.
• Positive, team-oriented approach to the task at hand.
• Ability to work independently, with the judgment to know when to raise concerns to others in the organization.

Requirements:

• Juris Doctorate degree from a top tier law school
• Licensed to practice law, preferably in Colorado.
• Seven to ten years of progressive experience as an attorney, with at least five years of relevant substantive experience including SEC compliance, public company governance, complex finance and/or mergers and acquisitions.

Decision Making Level/Position Latitude:

This role requires a high level of independent judgment and discretion in the interpretation and application of laws and regulations. The Senior Counsel and Assistant Secretary is expected to provide sound legal advice with minimal supervision, escalating issues appropriately based on risk and impact. While the role does not have final authority on material legal or business matters, it exercises significant influence and provides recommendations that inform executive-level decisions. Decisions related to contract negotiations, governance matters, and legal risk mitigation are made within company policies and legal parameters, in coordination with the Chief Legal and Compliance Officer.

Position Scope:

This position does not have any direct reports. However, the role supports and interacts regularly with senior executives, including the CEO, CFO, and Board of Directors, as well as cross-functional teams throughout the company. The Senior Counsel and Assistant Secretary plays a critical role in supporting the Company’s compliance with public company obligations, corporate governance, and transactional matters, with legal oversight for areas that impact the full enterprise.

Physical Demands:

The position primarily involves work in a standard office environment. It requires the ability to sit for extended periods while working on a computer, participating in virtual meetings, or reviewing legal documents. The role may involve occasional travel (approximately 5%) to support board meetings, acquisitions, or other business activities. The role may also require extended hours, particularly during critical transaction periods, SEC filings, or Board meeting preparation cycles.

Applicants must be authorized to work for any employer in the U.S. We are unable to sponsor or take over sponsorship of an employment Visa at this time

Company Overview:

CPI Card Group® is a payment technology company and leading provider of credit, debit and prepaid solutions delivered physically, digitally and on-demand. CPI helps our customers foster connections and build their brands through innovative and reliable solutions, including financial payment cards, personalization and fulfillment, and Software-as-a-Service (SaaS) instant issuance. Learn more at www.cpicardgroup.com.

Benefits:
Competitive pay rates and an inclusive, empowering and rewarding culture.
Solid benefits package including Medical, Dental, Vision, Long Term Disability, Short Term Disability, Life Insurance, Accident Insurance, Critical Illness Insurance, FSA, HSA, Vacation and Holiday Pay, Tuition Reimbursement and 401(k) with a competitive company match percentage.

CPI is an Equal Opportunity Employer, including disability/vets. A complete background including drug screen is contingent upon hire.