Deputy General Counsel Securities Corporate HR

The Deputy General Counsel

• Securities, Corporate and Human Resources

The Deputy General Counsel

• Securities, Corporate and Human Resources, provides primary support for securities and corporate law, advises in areas of corporate risk, and oversees legal aspects of compensation and benefits. The position is charged with delivering cost-efficient ways to address legal issues, reduce outside legal cost and understand the complex legal issues affecting the internal business units.

Position Responsibilities:

Securities Filings and Requirements

• Prepares or supervises the preparation of public company securities filings, such as Section 16 filings, Form 8-K and Form S-8, as well as the proxy statement and annual shareholder meeting materials.

• Coordinates the annual shareholder meeting.

• Works with the Controller group in handling financial, non-financial and regulatory reporting functions, such as Form 10-K, Form 10-Q and Form 11-K.

• Prepares or supervises the preparation of NYSE reports.

• Advises executive management on the legal requirements and implications of securities matters.

• Supports Investor Relations in connection with earnings calls and conferences, managing the transfer agent relationship, and investor outreach.

• Reviews public statements for Corporate Communications.

• Follows regulatory proposals to keep abreast of current developments, particularly those involving the SEC.

• Assists in developing and maintaining policies and procedures to ensure compliance with Sarbanes-Oxley, NYSE regulations, SEC regulations (e.g., Regulation FD and insider trading) and other regulations applicable to public companies.

• Assists in legal analysis of complex topics as they arise, including those pertaining to earnings releases and analyst conferences.

Corporate Law

• Provides legal advice on various corporate law issues.

• Drafts documents and advises on matters relating to corporate governance.

• Prepares contracts.

• Researches and oversees others in the research of applicable law.

• Monitors proposed and new legislation in applicable areas to assess potential impact and apprises management of such legislation.

• Advises senior officers of the legal implications of proposed policies, courses of action and management decisions.

Human Resources Support

• Oversees and supervises attorney who provides legal support for compensation and benefits, including executive and director compensation plans and benefit plans.

Legal Counsel for Various Areas

• Provides or supervises legal support for ESG, including the corporate responsibility report.

• Provides legal support for charitable giving (Comerica Charitable Foundation and corporate contributions).

• Acts as senior attorney counsel on major CMA projects and initiatives.

• Manages attorneys and other personnel.

Position Qualifications:

• Bachelor Degree and Juris Doctor degree from an ABA accredited law school
• 10 or more years in Securities Law
• 10 or more years in Corporate Law

Licenses & Certifications

• Required: Admission to Texas State Bar or Eligible to Waive in

Comerica Bank Tower8:00am

• 5:00pm Monday

• Friday