Position Overview

Fortitude is seeking a Senior Counsel, Governance & Securities (Director level) to join its legal team, reporting directly to the Chief Legal Officer. Fortitude recently announced a business combination aiming to bring its leading, vertically integrated Zcash mining platform to the public markets. The Senior Counsel will be a core member of the team preparing the Company to operate as a public company, with primary responsibility for supporting SEC reporting, capital markets, and corporate governance matters.

This role will serve as a key legal partner to the Chief Legal Officer, the Board of Directors and its Committees, and senior management. The Senior Counsel will help build and support the Company's public company infrastructure — including SEC reporting and disclosure processes, Section 16 and insider trading compliance programs, Board and Committee processes, and governance policies. This is a hands-on role suited to an attorney who is equally comfortable drafting an SEC filing, preparing Board materials, and building the checklists, calendars, and workflows that keep a public company on track.

The ideal candidate is a seventh-year or more senior securities and corporate governance attorney with strong law firm training, including meaningful practical experience with public company readiness work such as IPOs, de-SPAC transactions or other business combinations, and building reporting and governance programs for newly public companies.

Location: Remote – Eastern US.

Key Responsibilities

Public Company Readiness

• Support the legal workstreams for the Company's announced business combination and transition to public company status, working closely with the Chief Legal Officer, internal teams, and outside counsel.
• Help design and implement the Company's public company infrastructure, including SEC reporting and disclosure processes, insider trading and Section 16 compliance programs, Board Committee charters, and governance policies.
• Contribute to process development and refinement supporting recurring disclosure and reporting workflows, such as templates, checklists, and calendars.

Securities & Capital Markets

• Support preparation, review, and filing of SEC filings, including Forms 10-K, 10-Q, and 8-K, proxy statements, registration statements (including Forms S-3 and S-8), and other filings as needed, to ensure compliance with federal securities laws and applicable stock exchange listing requirements.
• Assist with review of earnings and investor communications materials, including earnings announcements, earnings scripts, press releases, investor presentations, internal communications, and similar.
• Monitor developments in securities laws, stock exchange listing requirements, SEC regulations and guidance, proxy advisory guidance, and public company governance best practices.
• Support Section 16 and insider trading compliance, including review and coordination of Section 16 reports, administration of insider trading compliance processes such as trading windows, blackout periods, and pre-clearance, and Rule 10b5-1 plan review and administration.
• Support special projects as needed, such as debt and equity financings and other capital markets transactions.

Corporate Governance

• Provide support on a broad range of corporate governance matters, including best practices for the Company's Board, Board Committees, senior management, and other internal clients.
• Keep current on governance issues, trends, and topics, and support the drafting of Board and Committee materials on governance-related matters.
• Provide logistical and legal support for the Board, including participating in the agenda-setting process, meeting execution, and drafting minutes, resolutions, scripts, and other legal and governance documents.
• Manage the annual stockholder meeting process and prepare related materials.
• Manage the administration of corporate governance guidelines and other corporate policies.

Cross-Functional

• Participate in and grow to lead departmental and cross-functional working groups in identified areas of legal expertise or development.
• Lead and deliver against other ad hoc projects that may arise, working with multiple stakeholders.
• Manage and coordinate outside counsel, when necessary.

Qualifications

• Juris Doctor from an ABA-approved institution.
• Admission to at least one state bar, in good standing.
• 7+ years of relevant legal experience advising clients on securities laws (Securities Act and Exchange Act), SEC reporting and compliance, and corporate governance matters, including a minimum of 3 years at a leading U.S. law firm.
• Demonstrated experience with public company readiness work, such as IPOs, de-SPAC transactions or other business combinations, or building SEC reporting and governance programs for newly public companies.
• Ability to communicate effectively, both in writing and orally, with the intended audience, including senior executives, the Board, auditors, and outside counsel.
• Ability to exercise sound, independent judgment and manage matters with limited supervision in a fast-paced environment.
• Agility and adaptability in providing legal advice, and comfort working in a rapidly changing, high-growth environment where building new processes and structures is the norm.

Preferred Qualifications

• Significant experience drafting, reviewing, and coordinating SEC filings, including Forms 10-K, 10-Q, and 8-K, proxy statements, registration statements, and earnings releases.
• Strong knowledge of SEC regulations, securities laws, Section 16, and stock exchange listing standards.
• Experience supporting Boards of Directors and Board Committees, including preparing Board materials, minutes, and resolutions, and managing the annual stockholder meeting.
• Experience advising on capital markets transactions, including debt and equity offerings.
• Demonstrated ability to partner with business stakeholders, manage disclosure processes, and meet regulatory filing deadlines.
• Proven ability to work independently in a lean, evolving environment and help build the SEC reporting and governance functions of a newly public company.
• Exposure to energy, power, infrastructure, data centers, or crypto/digital assets is a plus.

Work Environment

Fortitude operates as a lean, fast-moving team, and this role is no exception. As the Company builds out the infrastructure, processes, and governance required of a public company, the Senior Counsel should expect a hands-on, high-velocity environment where priorities move quickly and the function is being built in real time.

• Depending on location, this role will work from a Company office or a home office environment.
• At a minimum, quarterly travel to the Company's Stamford, CT location may be required.
• Additional travel should be expected as needed to support Board meetings and other business needs.