SEC & Corporate Governance Attorney

AI That Moves the World. Careers That Move You Forward . At Cerence AI, you’ll help transform advanced AI into trusted, real-world solutions that make complex technology – think vehicles, robots, smart manufacturing, and emerging intelligent devices – more natural, reliable, and useful. Building on decades of innovation and global deployment in automotive, we are extending our expertise into new products, markets, and intelligent systems.

As part of our global team, you’ll work alongside leading innovators, researchers, engineers, and business leaders to solve meaningful challenges and turn breakthrough ideas into technology people use every day. You’ll have the opportunity to make a visible impact, help shape Cerence AI’s next chapter, and move your own career forward.

Position Summary

We are seeking an experienced SEC & Corporate Governance Attorney to serve as a key member of the Legal team supporting a publicly traded company. This individual will lead and advise on U.S. securities law compliance, SEC reporting and disclosure obligations, corporate governance matters, insider trading compliance, executive compensation disclosures, and Board of Directors activities.

The successful candidate will partner closely with Executive Leadership, Finance, Investor Relations, Human Resources, Internal Audit, and the Board of Directors to ensure compliance with applicable securities laws and governance requirements while supporting strategic business initiatives.

Key Responsibilities

SEC Reporting & Securities Compliance

Lead legal review and preparation of SEC filings, including Forms 10-K, 10-Q, 8-K, Proxy Statements (DEF 14A), Section 16 filings, and other required disclosures.

Advise on securities law requirements under the Securities Act of 1933 and Securities Exchange Act of 1934.

Provide legal guidance regarding Regulation FD, insider trading regulations, disclosure controls, and public company reporting obligations.

Monitor regulatory developments, SEC rulemaking, and emerging disclosure requirements and assess business implications.

Support earnings releases, investor presentations, and public disclosure activities.

Corporate Governance

Advise management and the Board regarding public company governance requirements and best practices.

Prepare and review Board and Committee materials, resolutions, minutes, governance policies, and charters.

Maintain corporate governance framework, including governance guidelines and committee structures.

Support annual shareholder meeting planning and proxy processes.

Assist with shareholder engagement activities and responses to governance inquiries.

Executive Compensation & Equity Programs

Partner with Human Resources and Compensation teams regarding executive compensation disclosures.

Support equity compensation plans, equity grants, and related securities law compliance.

Review and advise on CD&A and executive compensation disclosures included in proxy statements.

Provide legal guidance regarding Say-on-Pay, equity plan proposals, and shareholder approval requirements.

Corporate Transactions & Strategic Initiatives

Support mergers and acquisitions, financing transactions, capital markets activities, and strategic investments.

Conduct legal due diligence and provide securities law guidance for corporate transactions.

Review and negotiate transaction-related disclosures and governance provisions.

Compliance & Risk Management

Administer compliance programs.

Develop and deliver training on securities law and governance matters.

Identify, assess, and mitigate legal and regulatory risks.

Coordinate with external counsel, auditors, and regulatory authorities as needed.

Qualifications

Required

Juris Doctor (J.D.) from an accredited law school.

Active membership in at least one U.S. state bar.

7-10 years of relevant legal experience in: Public company securities law

SEC reporting and disclosure

Corporate governance

Capital markets and corporate transactions

Experience at a major law firm, publicly traded company, or combination of both.

Deep understanding of: Securities Exchange Act of 1934

Securities Act of 1933

Regulation FD

Section 16 requirements

Nasdaq listing standards

Corporate governance best practices

Preferred

Experience supporting technology, software, AI, or multinational public companies.

Experience advising Boards of Directors and executive leadership teams.

Familiarity with executive compensation and equity compensation matters.

M&A and capital markets transaction experience.

Key Competencies

Strong business judgment and practical problem-solving skills

Exceptional legal drafting and written communication abilities

Executive presence and ability to influence senior stakeholders

Ability to assess legal risk while enabling business objectives

Strong project management and organizational skills

Ability to work independently in a fast-paced public company environment

High degree of integrity, discretion, and professionalism

What we offer

We offer a generous compensation and benefits package (in addition to the base salary), including:

Salary range $168,470.00 USD- $252,705.00 USD It is not typical for offers to be made at or near the top of the range. The actual salary will be determined based on experience and other job-related factors.

Annual bonus opportunity

Insurance coverage (medical, dental, vision, life, and disability)

Paid time off

Paid holidays

Company contribution to the 401(k) plan

Equity awards for certain positions and levels

Remote and/or hybrid work available depending on the position All compensation and benefits are subject to the terms and conditions of the underlying plans or programs, as applicable, and may be amended, terminated, or replaced from time to time.

Cerence AI (NASDAQ: CRNC) helps people and intelligent systems work together naturally and reliably. Proven at global scale in automotive, Cerence provides the trusted interaction and action layer connecting people, machines, and intelligent systems. Its AI platform enables natural interaction and dependable action across complex real-world environments where reliability, safety, security, and performance are critical. Working with customers and partners worldwide, Cerence transforms advanced AI into trusted solutions that bridge the gap between AI potential and real-world performance.

For more information, visit www.cerence.ai .

EQUAL OPPORTUNITY EMPLOYER

Cerence is firmly committed to Equal Employment Opportunity (EEO) and to compliance with all federal, state and local laws that prohibit employment discrimination on the basis of age, race, color, gender, gender identity, gender expression, sex, sex stereotyping, pregnancy, national origin, ancestry, religion, physical or mental disability, medical condition, marital status, citizenship status, sexual orientation, protected military or veteran status, genetic information and other protected classifications. Cerence Equal Employment Opportunity Policy Statement.

All prospective and current Employees need to remain vigilant when it comes to executing security policies in the workplace. This includes:

- Following workplace security protocols and training programs to familiarize with the ways to maintain a safe workplace. - Following security procedures to report any suspicious activity. - Having respect for corporate security procedures to allow those procedures to be effective. - Adhering to company's compliance and regulations. - Encouraging to follow a zero tolerance for workplace violence.

- Basic knowledge of information security and data privacy requirements (e.g., how to protect data & how to be handling this data).

- Demonstrative knowledge of information security through internal training programs.