Director, Corporate, Finance and Mergers & Acquisitions

PURPOSE OF THE JOB

The Director of Corporate, Finance and Mergers & Acquisitions has the responsibility for overseeing and/or providing support on domestic and cross-border corporate transactions. This includes, but is not limited to, mergers and acquisitions, joint ventures, venture capital investments, post-merger integration, debt financing and restructuring, debt issuance and corporate entity management.

Join an organization that believes that every employee owns a piece of our bold growth goals and ultimate success. We are a market-leading innovator that has placed on the Fortune 500. Owens Corning is devoted to delivering sustainable solutions across our three business segments while striving to ensure our people and products make the world a better place. We take pride in having an inclusive and diverse workplace with employees around the globe. A holistic sense of community exists across our entire organization as our talent grows globally. We are a company that fully recognizes the importance of paving a path to a sustainable and safe enterprise through investing in our people. Our desire to make an impactful difference in the world flows from top down to all levels of the organization. By being a company that instills pride within each and every employee, we aspire to build market-leading businesses; global in scope - human in scale.

Reports to:Vice President, Finance, Securities, Governance, and M&A

Span of Control:The Director will have one direct support (M&A Legal Support Lead)

JOB RESPONSIBILITIES

Lead and Counsel with Respect to M&A and Finance

• Partner with the Vice President, Finance, Securities & Governance and M&A and the Senior Vice President of Corporate Development, as well as OC's Corporate Development group on structuring and planning M&A projects, joint ventures, and financing transactions.
• Lead M&A counsel, providing leadership and/or support for all elements of transactions, including structuring, overall due diligence, documentation, and coordinating signing and closing
• Flag and escalate appropriate matters to other subject matter experts, including the litigation, commercial transactions, and regulatory compliance teams.
• Lead other critical corporate transactions, including joint ventures, and strategic investments and initiatives.
• Draft, negotiate and interpret non-disclosure agreements (NDAs), letters of intent (LOIs), investor rights agreements, stock purchase agreements, consulting agreements, vendor and service agreements, asset purchase agreements and operating agreements.
• Provide legal support to the Treasury department.
• Provide legal support of post-merger integration plans and provide guidance to business management on related activities.
• Drive decisions on aligning with in-house and/or outside counsel (as needed), as well as with other business consultants on corporate transactions, makes budgeting for legal costs and oversees such expenses.

Lead and Execute in Support of General Corporate Matters

• Responsible for broadly understanding corporate law and governance concepts as applied to OC's Global Subsidiaries
• Leads the development and implementation of appropriate structures and strategies for applying these concepts to such entities; interpreting and implementing corporate actions in accordance with applicable law, charter documents, resolutions and other applicable approvals, delegations and restrictions; and serving as a resource to others in connection with such matters
• With respect to Global Subsidiaries, responsibilities include:
  
  
  
  • Counseling with management concerning appropriate structures and implementing desired changes
  • Oversee paralegal maintenance of the information database relating to subsidiaries and affiliates of Owens Corning
  
  
  
  
• Leading oversight of legal entity structure and playbook to protect the enterprise and its subsidiaries
• Regularly advise business stakeholders and members of the legal, finance and compliance departments on matters related to areas of responsibility and the Company's obligations under various agreements.

Leads the Corporation

• Inspires teamwork across all functions and business groups to maximize the performance of the Company and the development of people.
• Is regarded by the legal team as uniquely skilled at working across organizational and geographic boundaries.
• Is regarded by the employees of Law Department as a role model for their growth, development, and conduct.
• Communicates legal and compliance issues and strategy to leaders in a timely and effective way.

Develops others

• Creates energy and enthusiasm in individual and team development.
• Educates, coaches and challenges others to build and develop capability.
• Generates actions and leverages resources that result in retention of talented employees.
• Inspires teamwork across all functions and resources (internal and external) to maximize performance.

JOB REQUIREMENTS

EXPERIENCE

• Juris Doctorate from an accredited Law School and Bar Membership in at least one state.
• 10+ years of experience in mergers & acquisitions, debt financing, capital markets, antitrust law, cross-border transactions, and global sourcing projects.
• Proven track record in developing and leading teams of in-house and outside counsel attorneys and consultants on complex transactions.
• Significant experience in leading discussions with board/corporate governance meetings. Thought leadership level experience as a strategic advisor in corporate environment. Strategic advising.

KNOWLEDGE, SKILLS & ABILITIES:

• Business Expertise. Brings a rigorous business orientation to the legal function and can communicate legal challenges in a data-driven and fact-based manner to business NLT. Has the ability to translate business objectives into organizational initiatives.
• Inclusive Leadership:Has the ability to build and lead an a diverse, high performing team
• Strong Policing Agent. Has the ability to challenge leadership at all levels when faced with possible violation of policy or the law.
• Financial Acumen:Ability to understand the company's financials (P&L composition, financial statements, and corporate finance) and leverage this to influence leaders and drive decision making.
• Strong Organizational Skills. Has the ability to meet deadlines and communicate issues as they arise, with specificity and determine actions necessary for a timely remedy of issues.
• Global Cultural Competence. Understands, communicates with, and effectively interacts with people across cultures. Is aware of one's own cultural worldview; one's attitude towards cultural differences; one's knowledge of different cultural practices and worldviews, and skills to interact effectively. Effectively achieves business results working across and with multi-national teams.
• Communication. Clearly conveys relevant information and ideas with confidence and in a manner that inspires the audience. Adjusts approach to capture audience attention and ensures there is an understanding of the message. Seeks to understand others through active listening.
• Judgment and Decision Making. Recognizes issues, problems or opportunities and determines whether action is needed. Choose appropriate action by formulating clear decision criteria and evaluates options by considering implications and consequences. Implements decisions or initiates action within a reasonable time.
• Customer Orientation.Has an external (outside-in) orientation and understanding that all business opportunities start with knowledge of how to create value for a customer.
• Highly Ethical.Can be trusted to do only the "right thing" for the employees, shareholders, and others. Follows a balanced approach without compromising integrity.
• Results Oriented.Energetic, resourceful, with strong service orientation and positive can-do attitude. Fully committed to the job and to deliver outstanding work. Never satisfied with status-quo, continually striving for excellence. Enjoys working hands-on.
• Change Agent.Comfortable designing for the future, while managing day-to-day Legal matters. Able to anticipate risks and propose practical plans to mitigate them. Appreciates impact of the law department and how the department is an integral part of the company's business strategy.
• Adaptability.Ability to respond quickly to the demands of the moment. A flexible person who can stay productive when the demands of work pull in many different directions at once. Maintaining effectiveness in a variety of environments.
• Accountability.Knows what needs to be done and gets it done. Willingly takes responsibility for the organization as a whole; unafraid of owning the results, actions and decisions of self or organization.

About Owens Corning

Masonite is now proudly part of Owens Corning. Owens Corning is a global building and construction materials leader committed to building a sustainable future through material innovation. Our four integrated businesses - Roofing, Insulation, Doors, and Composites - provide durable, sustainable, energy-efficient solutions that leverage our unique material science, manufacturing, and market knowledge to help our customers win and grow. We are global in scope, human in scale with more than 25,000 employees in 31 countries dedicated to generating value for our customers and shareholders, and making a difference in the communities where we work and live. Founded in 1938 and based in Toledo, Ohio, USA, Owens Corning posted 2023 sales of $9.7 billion. For more information, visitwww.owenscorning.com.

Owens Corning is an equal opportunity employer.

#LI-KH1