Board Governance & Legal Operations Officer

Job description

**About Us** Capital Bank N.A. is headquartered in Maryland and has been serving our communities since 1999. We stand as a publicly traded company (NASDAQ: CBNK) with over $3 billion in assets. We offer commercial and consumer banking services to clients primarily in Maryland, DC, and Northern Virginia, alongside two nation-wide lending brands; Capital Bank Home Loans and OpenSky, a credit card division that offers and services credit cards across all states. Our personalized approach to banking, paired with cutting-edge technology solutions and a comprehensive suite of products and services, fuels our growth, and enables us to support our customers at every stage in their financial journey. Come join a bank where our employees thrive and are engaged in meaningful work. For the last 6 out of 7 years, Capital Bank was named one of the "Best Banks to Work For" in the U.S. by American Banker. **Position Purpose** The Board Governance& Legal Operations Officer is the Company’s primary steward of board governance and legal operations and serves as the central conduit of information between the Board of Directors, its committees, and executive management. This role, working with the Board of Directors and Executive Management, assists with the end-to-end governance lifecycle for the Board and its committees, including assisting with meeting planning, agenda and materials development, timely dissemination, minute-taking, follow-up, and the secure archival of official corporate records. The role ensures that directors receive accurate, well-organized, and decision-ready information and that Board requests and actions are clearly communicated, tracked, and executed by management. In addition, this role is responsible for administering the Company’s legal request program (subpoenas, garnishments, levies, and liens) including the review, documentation, coordination with key employee stakeholders in Operations for document production, tracking, responding, and Board reporting. This role will coordinate with outside counsel on objection handling, legal challenges, and/or reduction in scope on legal requests, when appropriate, and/or any other complex legal requests. **Position Responsibilities** *Board of Directors & Committee Governance* - Serve as the primary owner of Board and committee governance, acting as the central point of coordination between the Board, committee chairs, executive management, and external advisors. - Plan, coordinate, and execute all monthly Board of Directors meetings in partnership with the Board Chair(s), President & CEO of the Bank, and CEO of the Holding Company. - Support Board committees by managing meeting logistics, materials, minutes, and follow-up in accordance with committee charters and governance standards. - Ensure all management and Board governance committee charters are updated and approved annually. - Serve as the primary conduit for Board requests to management, ensuring clarity, accountability, and timely follow-through. *Board Materials, Agendas & Records Management* - Own the distribution and archival of all Board and Board committee meeting packages. - Ensure materials align with approved agendas and are fully assembled, formatted, and distributed on time. - Maintain complete, accurate, and compliant corporate records including agendas, minutes, resolutions, and consents. - Personally prepare and record minutes for Board meetings and oversee minutes for committee meetings as directed or requested. - Ensure all approved minutes are signed and uploaded to the central repository. *Board Effectiveness & Governance Administration* - Administer annual Board and committee self-assessments at the direction of the Nominating and Governance Committee. - Maintains and provides quarterly reports on related-party entities for Directors and Section 16 Officers. *Legal Operations Responsibilities* - Prepare and file corporate documents and annual reports to maintain good standing as required. - Own the Company’s legal request program and ensure compliant and timely responses by preparing and organizing responsive documents for production to requesting party. - Develop and maintain policies and procedures for legal request handling. - Maintain real time litigation and legal request trackers with case/request status and potential exposure. - Provide quarterly litigation and legal request reporting to management and Board. - Analyze incoming requests for validity and scope and coordinate the action plan with Operations and/or outside legal counsel for each request. - Collaborate with Operations to procure all responsive documents to each legal request. - Escalate complex matters to outside counsel and coordinate appropriate response. **Minimum Education & Experience** - Bachelor’s degree and/or 10+ years of combined relevant experience - Experience supporting Boards and committees, preferably in a regulated and publicly traded financial institution. - Paralegal or legal operations experience in a bank is a plus. - Excellent organizational and communication skills. - High degree of discretion and professionalism. **Technical Knowledge and Skills** - Microsoft office software suite. - Nasdaq BoardVantage or similar software. - Formally trained or practical minute taking experience. - Paralegal certification: Relevant paralegal training or certification is a plus. - Legal knowledge: Understanding of civil discovery procedures, subpoena rules, and relevant banking regulations with discretion to know when to engage outside counsel. - Strong communication skills: Effectively communicating with internal teams, external parties, and external legal counsel. - Organizational skills: Managing multiple tasks simultaneously while meeting strict deadlines. **Compensation** - **Base Salary Range**: $85,000 - $115,000 annually. Final determination of where you are at in the salary range is based on numerous factors such as geographical location, relevant experience, skill set, education, and ability to meet qualifications within the job description. - **Additional Compensation**: This role will include a yearly annual target bonus based on individual performance. **Working Arrangements** - This is a hybrid role expected to work in office Monday, Tuesday, Thursday, and Friday. This person can sit out of our Rockville headquarters. You will be able to work remotely on Wednesday. **Why Join Us?** - Join a growing company with a culture that fosters an entrepreneurial spirit - **Comprehensive benefits package** including Medical, Dental, Vision, Company Paid Life Insurance, Disability Insurance, and more? - Company Contributions to your 401k - Regardless of your contribution - **Employee Perks:** Paid Parental Leave, Employee Recognition Program, Leadership Program, Tuition Reimbursement Program, Employee Bank Checking Account, and much more! - Generous Paid Time Off and Paid Holidays - Including Paid Charity Hours to support volunteer opportunities *Supporting Businesses. Helping People. Strengthening Communities.* **Capital Bank, N.A. is an E-Verify, Affirmative Action and Equal Opportunity Employer.**