Vice President, General Counsel, and Secretary

Legal

The Robert Wood Johnson Foundation (RWJF), located in Princeton, N.J., is the largest philanthropy in America dedicated solely to health. Since 1972, we have been providing funding, assistance, and research for projects and programs to help people, their families, and their communities be as healthy as possible. RWJF is committed to working alongside others to build a Culture of Health that provides everyone in America a fair and just opportunity for health and well-being.

We take seriously our responsibilities, and we pledge to work in ways that reflect our Guiding Principles. These are rooted in equity and influence everything we do at RWJF. Diversity, inclusion, and collaboration allow our staff’s wide range of experiences, passions, and perspectives to enrich our work and strengthen our ability to address our nation’s most pressing health issues. With a career at RWJF, you will make a difference.

Scope

The vice president, general counsel, and secretary reports to the president/CEO with a matrix reporting relationship to the chair of the Board of Trustees (Board). As secretary, they are responsible for all duties common to the Office of Secretary of a business. As general counsel they advise the president/CEO—or at their direction, subordinate managers—on legal issues, tax or legislative matters, or regulatory activities that affect or may affect the Foundation or its grantees; and on such other matters as the president/CEO may request.

Essential Job Responsibilities

  • Advise the president/CEO and chair, and through them, the Board, on matters that may, in their judgment, impact upon the tax-exempt status of the Foundation (e.g., lobbying and advocacy restrictions).
  • Advise the president/CEO and chair or designee on the conformity of all Foundation grant programs and other activities to federal, state, and local statutory and regulatory requirements.
  • Seek and engage with special counsel if such special counsel is required for a particular purpose or situation.
  • After consultation with the president/CEO and chair, manage and direct all litigation to which the Foundation may be a party; or supervise such special counsel as may be selected to handle such litigation.
  • Oversee risk management processes including chairmanship of the employee work group on risk.
  • Provide strategic advice, counsel, and legal support to Foundation staff to provide the highest quality legal representation and positioning that supports the Foundation’s mission and strategic framework; includes research; counseling; document drafting; review and negotiation; regulatory work associated with general business transactions; intellectual property protection and technology; corporate requirements; internal policy review and oversight.
  • As a trusted business partner, troubleshoot issues with the Board, Executive Leadership team, and employees; assist in finding solutions; and act as a thought partner on Foundation development and operational initiatives and projects.
  • The general counsel and secretary serves as the Secretary of the Foundation, responsible for maintaining the official records of the Foundation; coordinating meetings and communications with the Board; and providing advice and counsel to the Board on corporate governance matters as follows:

º  Actively engage and serve as the primary contact for all Board members on all governance and legal compliance issues.

º  Work to ensure that Board and committee meetings run smoothly by overseeing the preparation of agendas; Board/committee-related documents and materials; minutes of meetings; travel; trustee grant programs; etc.

º  Ensure the Board has resources and information required to fulfill fiduciary duties and to comply with Foundation bylaws, trust agreements and other governing documents.

º  Maintain and act as custodian of corporate and legal records and documents, ensuring legal compliance; and

º  Oversee compliance with Foundation code of ethics, conflict of interest, and other associated policies; develop policies, reporting and investigation systems and trainings as required to ensure compliance.

  • Supervise, develop, and coach a team of professionals including legal professionals and executive support staff.
  • Perform other related duties as directed by the president/CEO and/or Board of Trustees.

Requirements

  • Juris doctorate from ABA-accredited law school required.
  • Demonstrated knowledge of the law applicable to tax-exempt organizations preferred but not required. Broad experience in corporate business law and complex transactions helpful but not required.
  • Pragmatic approach to the practice of law required.
  • Admission to the State Bar of New Jersey, or eligibility for admission, required.
  • Demonstrated knowledge, sensitivity, proactive support, and personal and professional commitment to racial equity, diversity, and multiculturalism.
  • Successful experience fostering an inclusive environment working as part of a multidisciplinary team and working effectively with people with disabilities and people from diverse cultural, social, and ethnic backgrounds.
  • Minimum of 10 years of related work experience. Some nonprofit experience required.
  • Experience managing a legal department and choosing and managing outside counsel.
  • Demonstrated sound reasoning, creativity, and good judgment, coupled with problem-solving skills across unique and varied situations.
  • Strong analytical skills and ability to understand complex, highly sensitive, confidential, and nuanced legal concepts and to explain those to nonlawyers and create practical processes, guidance, and training.
  • Broad and deep understanding of the overall regulatory environment specifically applicable to the Foundation.
  • Excellent judgment as reflected in a professional record of successfully and independently providing counsel to clients.
  • Commitment to collaboration and teamwork with executives and staff at all levels.
  • Demonstrated experience with lead responsibility for completing multiple, major, and complex projects in different legal or business operational fields and supervision of teams, in a timely manner.
  • Absolute integrity and discretion essential.
  • Experience working on compliance issues and the possible adoption of new laws or regulations that may impact the Foundation.
  • Commitment to the Foundation’s mission, vision, and values.
  • Ability to interface well in a professional, courteous, culturally sensitive, and tactful manner with strong emotional and situational intelligence.
  • Excellent verbal, written, and presentation skills.

Physical Requirements/Working Conditions

This position is located in Princeton, N.J. The person hired for this position will be required to work from our Princeton office when our facilities re-open.

The vice president, general counsel, and secretary will perform job duties in a typical business office environment. Specific physical abilities required by this job include operating basic office equipment. They will be required to attend meetings, potentially both on-site and off-site, via phone or videoconference. Reasonable accommodations may be made to enable individuals with differing abilities to perform essential functions.

The Robert Wood Johnson Foundation is an equal opportunity employer and strongly encourages applications from people of color, persons with differing abilities, women, and LGBTQ+ and other underrepresented applicants.

How to Apply

To be considered for the vice president, general counsel, and secretary role, please apply online with a current resume and customized statement of interest via the Korn Ferry team.

Julie Norris
Phone: (617) 790-5706
julie.norris@kornferry.com

Divina Gamble
Phone: (202) 955-0901
divina.gamble@kornferry.com

Sara Driscoll
Phone: (508) 762-2135
sara.driscoll@kornferry.com

Application Deadline: Open

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The Robert Wood Johnson Foundation is an equal opportunity employer and strongly encourages applications from people of color, persons with disabilities, women, and LGBTQ+ and other underrepresented applicants.

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