Job Description
Director of Corporate Governance
\n
Location: Roanoke, Virginia
\n
Company: Virginia Transformer
\n
Reports To: Chief Executive Officer
\n
\n
On the Heels of Achieving 3X Growth, Virginia Transformer Is Hiring to Do It Again!
\n
We’re strategically building our team for the next 3X growth cycle — a phase that is both intense and incredibly rewarding. We’re highly selective about who joins us because this journey isn’t for everyone.
\n
\n
If you have the drive, judgment, executive presence, and expertise to perform at a high level — and want to grow your career alongside the Company — we’d love to talk.
\n
\n
Who We Are
\n
Virginia Transformer is the largest U.S.-owned producer of power transformers in North America. For more than 50 years, we have grown through an unwavering focus on engineering excellence, manufacturing quality, customer service, and delivering premium power transformers in some of the shortest lead times in the industry.
\n
\n
As a privately held, rapidly growing engineering and manufacturing company, we thrive on nimbleness, innovation, accountability, and tenacity.
\n
\n
Position Summary
\n
The Director of Corporate Governance will develop and manage the governance framework required to support Virginia Transformer’s continued growth as a multibillion-dollar enterprise and its long-term strategic objectives.
\n
\n
Reporting to the CEO, this highly visible role will work closely with the Board of Directors, ownership representatives, executive leadership, Finance, Legal, Human Resources, and Internal Audit. The Director will strengthen Board effectiveness, establish clear decision rights, improve enterprise accountability, and provide leadership with visibility into performance, risk, succession, and capital allocation.
\n
\n
The successful candidate will understand that effective governance must increase accountability without reducing organizational speed.
\n
\n
Key Responsibilities
\n
Board & Committee Governance
\n
- \n
- Coordinate Board and committee calendars, agendas, materials, resolutions, minutes, approvals, and follow-up actions.
- Support Audit and Finance, Compensation, and Governance and Nominating Committees.
- Partner with the CEO and Board Chair to focus meetings on strategy, performance, capital allocation, enterprise risk, leadership, and succession.
- Establish standards and timelines for Board materials and executive presentations.
- Maintain records of Board decisions, commitments, approvals, and outstanding actions.
- Coordinate Board evaluations, director orientation, education, and development.
\n
\n
\n
\n
\n
\n
\n
Governance Framework & Decision Rights
\n
- \n
- Develop and maintain Board and committee charters, governance policies, and approval processes.
- Establish a formal Delegation of Authority framework defining decision rights across management, the CEO, Board, and ownership.
- Establish approval thresholds for capital expenditures, acquisitions, borrowing, litigation, executive hiring, new facilities, international expansion, and other significant commitments.
- Define matters requiring approval, consultation, notification, or management discretion.
- Maintain appropriate boundaries among ownership, the Board, CEO, and operating management.
\n
\n
\n
\n
\n
\n
Strategy & Enterprise Performance
\n
- \n
- Coordinate the annual Board strategy process and long-range planning calendar.
- Translate strategic priorities into governance milestones and executive accountability.
- Develop CEO and Board dashboards covering financial, commercial, operational, supply-chain, engineering, people, and risk performance.
- Monitor Board-approved plans, strategic commitments, and major enterprise initiatives.
- Ensure decisions and actions have clear executive ownership and timely completion.
\n
\n
\n
\n
\n
\n
Enterprise Risk
\n
- \n
- Develop an enterprise risk governance process in partnership with Legal, Finance, Internal Audit, IT, HR, and Operations.
- Maintain a CEO and Board risk dashboard identifying significant risks, trends, owners, mitigation plans, and actions.
- Coordinate reporting on operational, financial, legal, regulatory, cybersecurity, supply-chain, customer, safety, talent, and reputational risks.
- Facilitate enterprise risk reviews and ensure material risks are escalated promptly.
- Track completion of risk-mitigation actions and Board commitments.
\n
\n
\n
\n
\n
\n
Capital Allocation Governance
\n
- \n
- Establish governance processes for significant capital investments, acquisitions, facility expansions, and strategic commitments.
- Develop standardized business-case requirements covering capacity, demand, revenue, margin, cash flow, working capital, ROIC, timing, alternatives, and downside risk.
- Coordinate management and Board reviews of major capital proposals.
- Track investments against cost, schedule, assumptions, and expected returns.
- Conduct post-investment reviews to evaluate results.
\n
\n
\n
\n
\n
\n
Executive Succession & Leadership Governance
\n
- \n
- Partner with the CEO, CHRO, and Compensation Committee to establish a disciplined executive succession process.
- Maintain succession plans for the CEO, executives, business leaders, functional leaders, and enterprise-critical positions.
- Track ready-now, near-term, and longer-term successors and external talent pipelines.
- Coordinate emergency succession and leadership-continuity planning.
- Support CEO and executive performance evaluations.
- Maintain strict confidentiality regarding executive, ownership, compensation, and Board matters.
\n
\n
\n
\n
\n
\n
\n
Ownership, Policy & Compliance
\n
- \n
- Support an Owner Governance Charter defining relationships among ownership, directors, the CEO, and management.
- Coordinate shareholder approvals and other reserved ownership matters.
- Support review of related-party transactions and conflicts of interest.
- Maintain official governance records, policies, resolutions, minutes, approvals, and disclosures.
- Partner with Legal and Internal Audit to monitor compliance with governance requirements.
- Benchmark governance practices and recommend improvements as the Company grows.
- Support confidential projects assigned by the CEO or Board.
\n
\n
\n
\n
\n
\n
\n
\n
Key Governance Deliverables
\n
- \n
- Board and committee charters and annual calendar
- Delegation of Authority matrix
- Owner Governance Charter
- CEO and Board performance dashboard
- Enterprise risk dashboard
- Strategic initiative and Board action trackers
- Executive succession framework
- Capital-investment governance process
- Director orientation and Board evaluation processes
- Conflict-of-interest and related-party governance processes
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
Qualifications
\n
- \n
- Bachelor’s degree in Business, Finance, Accounting, Law, Corporate Governance, Organizational Leadership, or related field required.
- MBA, JD, master’s degree, or relevant professional certification preferred.
- 10+ years of progressive experience in corporate governance, Board administration, enterprise strategy, finance, legal operations, internal audit, risk management, executive administration, or a related discipline.
- Experience supporting a Board of Directors, Board committees, CEO, or executive leadership team.
- Experience within a large, privately held, family-owned, industrial, manufacturing, engineering, infrastructure, energy, or capital-equipment organization strongly preferred.
- Demonstrated ability to develop governance frameworks, decision-rights structures, executive dashboards, and accountability processes.
- Knowledge of financial reporting, enterprise risk, capital allocation, executive compensation, succession planning, and corporate compliance.
- Global or multi-site organizational experience preferred.
- Exceptional judgment and ability to manage highly confidential information.
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
Core Competencies
\n
- \n
- Executive presence and credibility
- Strategic and systems thinking
- Sound judgment and discretion
- Board and CEO communication
- Financial and business acumen
- Governance and enterprise-risk expertise
- Organizational diplomacy
- Independence and objectivity
- Strong written communication and follow-through
- Ability to constructively challenge senior leaders
- Ability to influence without direct authority
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
\n
Measures of Success
\n
Success will be measured by clear decision rights, high-quality Board materials, improved visibility into enterprise performance and risk, timely completion of executive commitments, stronger succession coverage, disciplined capital-investment decisions, effective Board execution, and increased accountability without unnecessary bureaucracy.
\n
\n
Governance Philosophy
\n
\n
The Board sets the destination and guardrails. The CEO chooses the road. Management drives the vehicle.
\n
\n
Governance should increase accountability without reducing speed.