Director, Corporate & Securities Counsel

Job Description

Job Description

About Avalyn:

Avalyn aims to transform the treatment paradigm for pulmonary fibrosis and other serious, rare respiratory diseases. The company is advancing optimized inhaled formulations of established antifibrotic medicines designed to deliver drug directly to the lungs, enhance local efficacy, and reduce systemic side effects. Avalyn's AP01 program is an optimized inhaled formulation of pirfenidone currently being evaluated in MIST, a global Phase 2b clinical trial in patients with progressive pulmonary fibrosis (PPF). AP01 has demonstrated encouraging safety and clinical activity across Phase 1b and an ongoing, multi-year open-label extension trial, with long-term data supporting the potential to preserve lung function while improving tolerability relative to historical oral pirfenidone. Avalyn's AP02 program is an optimized inhaled formulation of nintedanib currently being evaluated in AURA-IPF, a global Phase 2 clinical trial in patients with idiopathic pulmonary fibrosis (IPF). Avalyn is also advancing AP03, an inhaled fixed-dose combination of pirfenidone and nintedanib, designed to deliver multiple antifibrotic mechanisms through a single lung-targeted platform. By leveraging its proprietary drug-device approach and deep expertise in rare respiratory disease development, Avalyn aims to establish a new standard of care in pulmonary fibrosis through inhaled, lung-targeted therapies. For more information, please visit avalynpharma.com and follow the company on LinkedIn.

Position Overview:

The Director, Corporate & Securities Counsel will lead the legal side of being a public company — SEC reporting, securities compliance, corporate governance, and everything that comes with operating under the Nasdaq and SEC rulebooks — while also serving as a trusted, senior legal advisor to the broader business. As a recently-IPO'd, small-cap biotech, we need an experienced attorney who can operate with minimal oversight: independently running the reporting and disclosure process, advising senior management and the Board directly, exercising sound judgment on when to escalate, and building the scalable systems and controls this function will need as Avalyn matures as a public company.

This is a senior, high-visibility role reporting directly to the General Counsel/Head of Business Development, with regular direct exposure to the CEO, CFO, Board, and Audit Committee. As the second attorney at Avalyn, this person will operate as a true senior individual contributor owning significant scope independently rather than managing a team. Beyond securities and governance work, the role has ownership across the full range of legal functions in a public biotech — commercial contracting, compliance, intellectual property, data privacy, employment matters, and business development — and will help shape how the Legal function's processes, systems, and outside counsel relationships are built as the company scales.

Key Responsibilities:

SEC Reporting & Disclosure

• Lead the legal review of periodic reports (Forms 10-K, 10-Q, 8-K) for securities law compliance and disclosure adequacy; Finance owns drafting, financial content, and filing mechanics
• Draft and review risk factors, legal proceedings disclosures, and other legally-sensitive content; partner with Finance on the broader disclosure controls and procedures process
• Lead the annual proxy statement (DEF 14A) and annual meeting process, including drafting, SEC review, and timeline management

Section 16 & Insider Trading

• Own legal compliance for Section 16, including review and filing of Forms 3, 4, and 5; partner with Finance/Stock Administration, who support with transaction data and recordkeeping
• Administer the insider trading policy, including pre-clearance procedures, blackout periods, and 10b5-1 trading plans
• Monitor and advise on Reg FD considerations in coordination with IR

Equity & Stock Administration

• Provide legal and securities law review of the equity incentive plan and its Form S-8 registration statement; Finance/Stock Administration leads day-to-day plan administration, ASC 718 accounting, and S-8 filing mechanics
• Partner with HR/Total Rewards and Finance on the legal documentation and reporting obligations tied to equity grants

Corporate Governance

• Own preparation for and support of board and committee meetings — materials, minutes, resolutions, and corporate records — serving as a direct advisor to the Board and Audit Committee on governance matters
• Advise senior management and the Board on Nasdaq listing standards and corporate governance best practices
• Build and refine governance policies, charters, and processes appropriate for a newly public company, and lead the annual governance calendar

Capital Markets & Securities Transactions

• Lead the legal workstream for Form S-3 registration statements, prospectus supplements, and other Securities Act filings
• Serve as the primary internal legal lead for follow-on offerings, ATM programs, PIPE financings, and other capital-raising transactions, coordinating with Finance, Investor Relations, management, and outside counsel
• Review financing-related disclosures, investor communications, and offering materials for securities law compliance.

General Legal Support

• Serve as a senior, broad-based legal resource for the business, advising cross-functional teams on legal risk, and supporting business development, commercial contracts, compliance, IP, data privacy, and ad hoc matters, with appropriate escalation to the General Counsel or outside counsel.

Cross-Functional & Process Building

• Serve as a key legal point of contact for Finance, IR, and the executive team on public company matters
• Identify gaps in process or controls as the company scales post-IPO and help build durable, repeatable systems
• Stay current on evolving SEC, Nasdaq, and broader securities law developments and flag implications for Avalyn

Qualifications:

• J.D. and active bar admission in good standing
• Approximately 6-8+ years of relevant experience, with substantial securities/capital markets or public company practice, at a top law firm and/or in-house at a publicly traded company (life sciences/biotech strongly preferred)
• Deep, independent command of SEC reporting requirements, Section 16, proxy rules, and Nasdaq listing standards — able to run the full process with minimal oversight
• Demonstrated experience advising senior management and Boards of Directors directly on governance and disclosure matters
• General corporate/commercial contract drafting and negotiation experience
• Experience managing outside counsel relationships and legal budgets
• Excellent legal writing, drafting, and organizational skills, with strong executive presence and judgment
• Comfortable operating as a senior individual contributor — owning a process end-to-end in a lean, fast-moving environment with limited support infrastructure and no direct reports
• A builder's mindset — someone energized by creating systems and process, and ready to help define and grow the Legal function as Avalyn scales, across the full breadth of a public biotech's legal needs

Proposed pay range

$232,000—$257,000 USD