Head of Corporate, Securities and M&A

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At Penguin Solutions (Nasdaq: PENG) - The AI Factory Platform Company - we’re building a team of innovators who thrive on collaboration, creativity, and the opportunity to help shape the future of AI. As part of the AI technology revolution, our teams design, build, deploy, and manage AI factories for enterprises, sovereign AI initiatives, and neocloud providers worldwide.

Headquartered in Silicon Valley, California, Penguin Solutions operates globally through a network of R&D, manufacturing, and sales locations. For nearly three decades, we have operated at the intersection of memory and AI/HPC infrastructure. That engineering expertise positions us to power the next generation of AI workloads, from training to inference and agentic AI at scale.

Penguin Solutions brings together differentiated infrastructure software, advanced memory, compute systems, end-to-end services, and industry-leading partner solutions in a full-stack AI factory platform designed to help customers deploy and scale AI workloads with speed and precision.

At Penguin Solutions, we value ideas over hierarchy and believe in servant leadership, where leaders enable teams to do their best work. We empower employees to take ownership, drive innovation, and grow through challenging work, continuous learning, and exposure to advanced AI tools and technologies. With flexibility where it matters and a strong focus on outcomes, Penguin Solutions is a place to do your best work, grow your career, and make a meaningful impact.

Penguin Solutions is seeking a Head of Corporate, Securities and M&A to lead our corporate legal practice. The level will ultimately depend on experience, but the mandate is clear: this person will be the day-to-day owner of the company's corporate legal function, with significant autonomy to shape strategy and priorities, and will report directly to the Chief Legal Officer.

This role will serve as the company's primary legal lead for public company reporting, corporate governance, Board and committee matters, securities compliance, financings, strategic investments, M&A, and broader corporate matters.

This is an excellent opportunity for a high-quality public company lawyer who wants to own the corporate function at a company where the work is dynamic and the role has real impact on growth and strategic direction.

• Lead the internal legal process for mergers, acquisitions, divestitures, joint ventures, strategic investments, partnerships, restructurings, financings, and other corporate transactions.
• Structure and execute complex, multi-party financing transactions, including those involving special purpose vehicles, third party capital providers, and project or asset-backed financing arragenemtns, coordinating across commercial, financial, and legal workstreams.
• Lead legal support for public company reporting and securities compliance, including Forms 10-K, 10-Q, 8-K, proxy statements, Section 16 filings, registration statements, and other securities filings.
• Advise on SEC and Nasdaq requirements, disclosure obligations, Regulation FD, insider trading, earnings releases, investor communications, executive trading plans, and disclosure controls.
• Partner closely with Finance, Accounting, Investor Relations, Communications, HR, and executive leadership on disclosure matters, quarterly earnings processes, disclosure committee workflows, and public company compliance processes.
• Advise on corporate governance matters, including Board and committee practices, fiduciary duties, governance policies, committee charters, delegation frameworks, corporate structure, and governance best practices.
• Support Board and committee meetings and annual shareholder matters, including agendas, minutes, resolutions, presentations, governance materials, D&O questionnaires, proxy materials, and shareholder engagement materials.
• Monitor and advise on governance-related developments, investor expectations, stock exchange listing standards, public company trends, and related policies and controls.
• Manage outside counsel and internal workstreams on transaction structuring, due diligence, drafting, negotiation, signing, closing, and post-closing matters.
• Identify legal and business risks and provide practical, business-oriented recommendations that balance risk management, execution discipline, and company objectives.
• Oversee corporate entity management, including formations, maintenance, restructurings, dissolutions, subsidiary governance, intercompany agreements, corporate records, and entity management systems.
• Build and develop scalable legal processes, templates, policies, calendars, playbooks, and review protocols for the corporate legal function, with the opportunity to define how the function operates.
• Manage outside counsel relationships, budgets, and work product.

• J.D. from an accredited U.S. law school and active membership in good standing with at least one U.S. state bar.
• 10+ years of relevant legal experience, including significant experience in corporate governance, securities law, public company reporting, and corporate transactions.
• At least 4 years of in-house legal experience at a public company, with direct responsibility for public company reporting, corporate governance, securities compliance, and Board or committee support.
• Strong working knowledge of SEC reporting requirements, Nasdaq or other stock exchange rules, securities laws, corporate governance practices, disclosure controls, and public company compliance processes.
• Demonstrated experience advising senior executives, directors, or Board committees.
• Experience managing legal support for M&A, strategic investments, financings, or other complex corporate transactions.
• Experience with capital markets transactions, debt or equity financings, executive compensation, equity compensation, and Section 16 reporting.
• Comfortable using AI tools in legal workflows, with an interest in identifying opportunities to deploy AI to improve efficiency, quality, and scalability within the legal function.
• Excellent drafting, analytical, communication, project-management, and business judgment skills, with rigorous attention to detail.
• Calm, practical judgment under ambiguity and pressure, with a collaborative operating style.

• Experience in technology, AI infrastructure, memory, semiconductor, hardware, software, or other complex global business environments.
• Experience navigating a significant corporate event such as a major acquisition integration, restructuring, rebranding, spin-off, or contested governance situation.
• Experience with structure or multi-party financing transactions such as project finance, infrastructure finance, asset-backed financing, leasing structures, or sponsor-backed investments, including familiarity with lender requirements, bankability considerations, and capital structure implications.
• Experience with cross-border transactions or multi-jurisdictional corporate governance.

This position is ideally based near one of our established offices in the San Francisco Bay Area, California or Durham, North Carolina. We will also consider highly qualified remote candidates.

This position may require quarterly travel to our headquarters in the California Bay Area for Board-related matters, transaction-related work, and team meetings. Travel is purposeful and planned around key business events.

The base pay range that the Company reasonably expects to pay for this position in the United States $225,000 - $250,000; the pay ultimately offered may vary based on business considerations, including job-related knowledge, skills, experience, and education. The position is bonus-eligible and includes equity compensation.

Benefits include medical, dental, and vision coverage, a 401(k) savings plan, Paid Time Off, Life Insurance, and an Employee Assistance Plan.

• medical
• dental
• vision coverage
• 401(k) savings plan
• Paid Time Off
• Life Insurance
• Employee Assistance Plan

We are committed to creating an inclusive environment that embraces differences and fosters belonging for all.

We are an Affinative Action/Equal Opportunity Employer and strongly committed to all policies which will afford equal opportunity employment to all qualified persons without regard to age, national origin, race, ethnicity, creed, gender, disability, veteran status, or any other characteristic protected by law.