Sr Corporate Counsel

About this role

At F5, we strive to bring a better digital world to life. Our teams empower organizations across the globe to create, secure, and run applications that enhance how we experience our evolving digital world. We are passionate about cybersecurity, from protecting consumers from fraud to enabling companies to focus on innovation.    Everything we do centers around people. That means we obsess over how to make the lives of our customers, and their customers, better. And it means we prioritize a diverse F5 community where each individual can thrive.

Senior Corporate Counsel – Corporate Governance, M&A & Assistant Board Secretary   Location: Seattle, WA / San Francisco Bay Area, CA (Hybrid)

Position Summary As Senior Corporate Counsel, you will serve as a key strategic partner driving F5’s corporate governance, mergers and acquisitions (M&A), and capital markets priorities. Working in close partnership with the F5 General Counsel, you will act as a trusted advisor on high stakes matters and serve as the Assistant Secretary to the Board of Directors. This role sits at the absolute center of F5’s strategic growth. You will have a unique opportunity to shape how a global public company executes complex strategic transactions, capital allocation, and board governance during a period of dynamic technological evolution as F5 accelerates enterprise AI workload security and multi-cloud delivery. Operating in a fast-paced, highly collaborative environment, you will have significant exposure and visibility to executive leadership and the Board of Directors. The Office of the General Counsel at F5 is a trusted, proactive partner to the business with a strong voice in decision-making, and we are looking for a legal leader who can translate complex legal risks into actionable business strategy.

What You’ll Do Drive Corporate Governance & Securities Excellence • Board Liaison & Assistant Secretary: Serve as the Assistant Secretary to the Board of Directors. Manage Board and Committee meeting logistics, draft high-quality resolutions and minutes, and support robust subsidiary governance and entity management. • General Counsel Partnership: Act as a key sounding board and deputy to the General Counsel on critical corporate governance and public disclosure decisions. • Lead SEC Reporting: Advise on and draft critical SEC filings (Forms 10-K, 10-Q, 8-K, proxy statements, Section 16 filings). • Strategic Disclosure: Partner tightly with Finance and Investor Relations to navigate the earnings-cycle process, ensuring alignment across investor messaging, Q&A, and public disclosures. Manage the annual meeting and proxy process.

Lead Strategic Transactions (M&A) & Corporate Development • Deal Strategy & Execution: Act as the lead legal advisor on domestic and cross-border M&A, strategic investments, and debt financing. Partner directly with Corporate Development to shape deal strategy, structure, and execution. • End-to-End Dealmaking: Drive all legal phases of transactions, from structuring and due diligence to negotiating definitive agreements (NDAs, LOIs, purchase agreements) and guiding post-closing integration. • Commercial Risk Mitigation: Identify and balance legal risks with commercial objectives to enable high-velocity, business-focused deal execution.

Champion Operational Excellence & Leadership • Strategic Counsel: Deliver pragmatic, clear advice to senior leaders on complex corporate legal matters, entity structuring, and capital market activities. • Scale Operations: Build and refine legal frameworks, playbooks, and processes to enhance efficiency as F5 continues to grow. • Manage Resources: Oversee outside counsel effectively, driving high-quality and cost-effective legal support. • Model F5 Values: Uphold F5’s Code of Ethics and demonstrate our LeadF5/BeF5 behaviors through integrity, accountability, and a partnership mindset.

What You Bring Experience • J.D. with 8–12+ years of relevant legal experience at a top-tier law firm and/or in-house at a public company. • Deep expertise in corporate governance, securities law, SEC reporting, and public company compliance. • Direct, hands-on experience preparing for Board and Committee meetings, including drafting corporate resolutions, maintaining board minutes, and managing governance portals. • Significant, hands-on experience leading M&A transactions, strategic investments, and corporate development activities.

Knowledge & Skills • Executive Presence: Proven ability to operate autonomously, communicate with high gravitas, and interact directly with Board members and C-suite executives. • Exceptional Judgment: Ability to balance legal risk with commercial objectives in a fast-moving, innovative technology environment. • Technical Excellence: Outstanding drafting, negotiation, and issue-spotting skills, with a deep understanding of deal structures and risk allocation. • Collaborative Mindset: A proven ability to work seamlessly across cross-functional teams (Finance, IR, HR, Corporate Development).

Preferred Qualifications • Prior in-house experience at a global public technology company. • Experience advising on executive compensation, equity plans, and benefit matters in connection with public disclosures and M&A transactions. • Familiarity with public company ESG reporting frameworks and emerging disclosure trends. • Familiarity with international transactions and multi-jurisdictional subsidiary governance.

Requirements • Licensed to practice law in Washington State or California (or ability to obtain a Washington “House Counsel” license or California "Registered In-House Counsel" status).

The Job Description is intended to be a general representation of the responsibilities and requirements of the job. However, the description may not be all-inclusive, and responsibilities and requirements are subject to change.

The annual base pay for this position is: $240,200.00 - $360,400.00 F5 maintains broad salary ranges for its roles in order to account

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