Senior General Counsel, Compliance and Ethics Officer

Responsibilities

• Noblis is seeking a
• Senior General Counsel, Compliance & Ethics Officer

to serve as the chief legal advisor and principal ethics leader for Noblis, Inc. and its subsidiaries. Reporting directly to the Chief Executive Officer (CEO), this executive provides strategic legal counsel on all matters affecting the organization, ensuring the highest ethical standards across the enterprise, and serves as Corporate Secretary to the Board of Trustees and its standing committees. The ideal candidate brings deep expertise in nonprofit governance, federal government contracting law, intellectual property, and corporate ethics, combined with the executive presence and judgment to engage credibly with the CEO, the Board of Trustees, and organizational leaders at every level.

This role requires a practitioner who understands that Noblis operates as a mission-driven nonprofit with obligations that extend beyond ordinary corporate law. The Senior General Counsel, Compliance and Ethics Officer must bring nuanced knowledge of the legal, regulatory, and governance landscape unique to tax-exempt federal contractors, and must demonstrate the oral and written communication skills necessary to advise diverse audiences, from technical staff to Board members, with equal clarity and authority.

Responsibilities include

Executive Engagement and Organizational Leadership

: Serves as a trusted advisor to the CEO and the full executive leadership team, providing proactive legal and ethical guidance on strategic initiatives, organizational change, enterprise risk management, and external relationships. Provides authoritative guidance on nonprofit corporate governance, tax-exempt status compliance, and the regulatory environment unique to a 501(c)(3) organization, including obligations related to private inurement, unrelated business income, and public interest standards. This executive collaborates with leaders across all divisions, business units, and functional areas to ensure that legal and ethical considerations are integrated into organizational decision-making at every level.

The Senior General Counsel, Compliance and Ethics Officer also represents Noblis externally with government agencies, industry associations, peer organizations, and legal and ethics professional communities. Key outcomes include:

• A well-informed CEO and executive leadership team that benefits from timely, candid, and high-quality legal and ethical counsel
• Consistent integration of legal and ethical considerations into strategic and operational planning across the organization
• A credible and respected organizational presence in federal, legal, and ethics professional communities

Corporate Secretary and Board Governance

Serves as Corporate Secretary to the Board of Trustees and all Board committees. In this capacity, this executive prepares agendas, resolutions, minutes, and governance materials for Board and committee meetings, and advises the Board on fiduciary duties, governance best practices, regulatory obligations, and nonprofit compliance. The Senior General Counsel, Compliance and Ethics Officer maintains corporate records, bylaws, and governance documents in accordance with applicable law and organizational standards, and coordinates with external auditors, regulatory bodies, and government agencies as required.

All engagement is done in partnership with the CEO. Primary outcomes include:

• Board and committee meetings that are conducted in full compliance with applicable governance requirements and supported by complete and accurate documentation
• A Board of Trustees that is consistently and accurately informed on its legal obligations, fiduciary duties, and governance responsibilities
• Corporate records and governance documents maintained to the highest standard of accuracy, completeness, and accessibility
• Federal Government Contracting and Business Operations

: Advises on federal procurement law, government contracting regulations including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement, and compliance obligations across all contract vehicles held by the organization. In this capacity, the Senior General Counsel, Compliance and Ethics Officer works in close partnership with the Business Operations team to review, negotiate, and ensure compliance with contract requirements, teaming agreements, subcontracts, and cooperative arrangements. This partnership is essential to protecting the organization from contractual risk while enabling the efficient execution of its mission-critical work with federal clients.

Key outcomes of this responsibility include:

• Sound contract review and negotiation processes that protect the organization and maintain compliance with all applicable federal acquisition requirements
• A productive and trusted working relationship with the Business Operations team that enables timely legal support on all contract actions
• An up-to-date awareness of emerging regulatory developments affecting federal contractors, including labor, data, and security requirements, translated into actionable policy guidance

Litigation and Dispute Resolution

Maintains the capability to litigate matters directly or to engage, supervise, and manage outside counsel as appropriate to the complexity and demands of each matter. This executive is responsible for overseeing all litigation strategies, including matters before federal courts, administrative tribunals, and arbitration bodies. The Senior General Counsel, Compliance and Ethics Officer ensures that the organization responds to legal disputes and government inquiries with rigor, proportionality, and sound legal judgment. Primary outcomes include:

• Effective resolution of legal disputes that protects the organization's interests, financial position, and reputation
• Cost-efficient management of outside counsel relationships, with clear performance expectations and regular oversight
• Legal preparedness and response protocols that enable the organization to respond promptly to litigation, subpoenas, and regulatory inquiries

Corporate Security Oversight

Provides enterprise-level oversight of corporate security operations, ensuring the protection of organizational assets, personnel, information systems, and physical infrastructure. Serves as the principal authority for developing, implementing, and enforcing security policies, protocols, and risk mitigation strategies across all business units and geographic locations. Partners with the General Counsel, Ethics Officer, and enterprise risk management leadership to align security initiatives with regulatory compliance obligations, contractual requirements, and organizational ethics standards.

Maintains accountability for insider threat programs, facility security operations, personnel security clearance processing, and incident response coordination. Leads cross-functional collaboration with Information Technology, Human Resources, and Legal to safeguard intellectual property, ensure data privacy compliance, and uphold security requirements mandated by federal contracts and governing authorities. Oversees security awareness training programs, conducts periodic vulnerability assessments, and reports security posture and emerging threats to the CEO and executive leadership team.

Ethics, Integrity, and Compliance Program

: Serves as the Chief Ethics Officer of the organization, establishing and sustaining a culture of integrity, transparency, and accountability across the enterprise. This executive is responsible for the design, implementation, and continuous improvement of the corporate ethics program, including the ethics hotline, investigations, reporting mechanisms, training, and awareness communications. The ethics program is to be maintained at the highest standards of the profession, with a specific objective of aligning the organization to recognition through premier ethics designations such as the Ethisphere World's Most Ethical Companies designation.

The Senior General Counsel, Compliance and Ethics Officer ensures compliance with all applicable laws, regulations, and internal policies governing conflicts of interest, organizational conduct, and business integrity. Outcomes include:

• A fully operational, independently accessible ethics program that employees at all levels trust and utilize
• Consistent positioning of the organization for recognition through nationally and internationally recognized ethics award programs
• Timely, thorough, and impartial resolution of all ethics concerns and organizational conduct investigations
• Ethics training and communications that reinforce organizational values and build a culture of integrity at every level of the enterprise

Intellectual Property and University Partnerships

Directs the organization's intellectual property portfolio, including patents, trademarks, copyrights, trade secrets, and technology licensing. This executive oversees patent prosecution, protection strategies, and IP commercialization aligned to the nonprofit mission of the organization. The Senior General Counsel, Compliance and Ethics Officer structures and negotiates university partnership agreements, research collaborations, joint ventures, and academic affiliation arrangements, ensuring that such engagements advance the organization's mission while protecting its legal and financial interests.

This executive also advises on data rights, technical data ownership, and IP provisions within government contracts, where such provisions can have significant long-term consequences for organizational capability and competitiveness. Outcomes include:

Regulatory Monitoring and Policy Development

Monitors trending federal and state regulations, executive orders, judicial decisions, and legislative developments that affect the organization. This function requires a proactive, forward-looking approach to legal intelligence, ensuring that organizational policies and procedures are updated in a timely manner to reflect the current legal and regulatory environment. The Senior General Counsel, Compliance and Ethics Officer collaborates with leaders across all divisions and functional areas to communicate regulatory changes and ensure that compliance obligations are embedded in operational practice.

Employee Relations and Human Resources Partnership

Collaborates closely with the Chief People Officer (CPO) on employee relations matters, workplace investigations, and conduct issues.

The Senior General Counsel, Compliance and Ethics Officer engages with conduct issues in partnership with the CPO, bringing legal judgment and professional discretion to sensitive matters that require careful handling.

Required Qualifications

Education

A Juris Doctor (J.D.) from an ABA-accredited law school is required. An LL.M. in Government Procurement Law, Intellectual Property, or a related discipline is preferred. Active membership in good standing with at least one U.S. state bar is required.

Experience

A minimum of fifteen years of progressive legal experience is required, with at least seven years in a senior or executive legal leadership role.

Demonstrated expertise in nonprofit corporate law, governance, and tax-exempt organization compliance is required, with specific knowledge of 501(c)(3) governance obligations, private benefit and private inurement restrictions, and the legal environment unique to nonprofit federal contractors.

Substantial experience with federal government contracting, procurement regulations including the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement, and contract administration is required.

Proven experience managing intellectual property portfolios, including patent prosecution and technology licensing, is required. Experience structuring and negotiating university partnership agreements, research collaborations, and academic affiliation arrangements is required.

Direct litigation experience, including the demonstrated capability to lead or personally handle complex legal proceedings and engage with outside counsel, is required. Demonstrated success building and leading a corporate ethics program aligned to nationally recognized standards is required.

Experience serving as Corporate Secretary or in a comparable board governance role is required.

Prior experience as General Counsel or Deputy General Counsel within a nonprofit federal contractor or Federally Funded Research and Development Center is preferred.

Experience with organizations recognized by the Ethisphere Institute or comparable ethics award programs is preferred.

Familiarity with ITAR, EAR, and export control regulations is preferred.

Experience with mergers, acquisitions, and organizational integrations within the nonprofit or government contracting sector is preferred.

Knowledge, Skills, and Competencies

Exceptional oral and written communication skills are required, with the demonstrated ability to distill complex legal concepts for executive, Board, and operational audiences.

The Senior General Counsel, Compliance and Ethics Officer must possess the executive presence and judgment necessary to engage credibly and effectively with the CEO, Board of Trustees, and senior organizational leaders on the most consequential matters facing the organization.

This position requires deep nonprofit acumen, including a thorough understanding of the unique legal, governance, and operational dynamics of a mission-driven, tax-exempt organization and the ways in which nonprofit status shapes legal obligation, organizational culture, and strategic decision-making. Strong collaborative leadership capability is required, with a proven ability to partner across functions including Business Operations, Human Resources, Finance, Information Technology, and technical divisions to provide proactive legal and ethical guidance.

An unwavering commitment to ethical stewardship is required, with the judgment and professional courage to uphold the highest standards of organizational integrity under conditions of ambiguity and pressure.

Strategic vision and the ability to anticipate legal and regulatory trends, translate them into actionable organizational strategies, and communicate them clearly to diverse audiences is required.

Active involvement in professional legal or ethics associations such as the Association of Corporate Counsel, the Society of Corporate Compliance and Ethics, or the American Bar Association Government Contracts Section is preferred.

A Certified Compliance and Ethics Professional designation or equivalent certification is preferred.

Clearance

US Citizenship and the ability to obtain and maintain a U.S. government Top Secret security clearance is required.

Travel up to 10% within US.

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