Associate General Counsel, Corporate

HADRIAN

• MANUFACTURING THE FUTURE Hadrian is building autonomous factories to reindustrialize America. By combining AI, advanced software, robotics, and full-stack manufacturing, we help aerospace and defense companies build rockets, satellites, aircraft, ships, and other mission-critical systems up to 10x faster and at significantly lower cost. Following our $1.37B Series D at a $7.87B valuation, Hadrian is rapidly expanding our manufacturing footprint, launching new capabilities across welding, casting, forging, electronics, additive manufacturing, and more, while scaling our Factory-as-a-Service platform to transform how critical products are built. Backed by leading investors including JPMorgan Chase, Valor Equity Partners, Andreessen Horowitz, Founders Fund, 137 Ventures, Lux Capital, T. Rowe Price, and Morgan Stanley, we’re building the future of American manufacturing—and looking for exceptional people to help make it happen. If you’re ready to take on the most challenging and rewarding work of your career while helping create American manufacturing jobs for generations to come, you’re exactly who we’re looking for. THE ROLE The Associate General Counsel, Corporate is a central role within Hadrian’s legal organization, reporting directly to the General Counsel and serving as the principal legal partner to Hadrian’s Finance team. This role has primary ownership of Hadrian’s structured finance, capital markets, and SEC-related workstreams, and will lead legal strategy and execution across corporate financing, capital structure, and transactional matters as the company scales. This is a senior, deal-driven role for an experienced finance and capital markets lawyer who wants to own high-impact legal work at a pivotal point in the company’s trajectory. WHAT YOU’LL DO I. Financing & Capital Markets Debt / Credit / Structured Finance
• Serve as lead counsel on revolving credit facilities, term loans, and equipment financing arrangements. Drafting and negotiating loan agreements, security agreements, pledge agreements, guarantees, and UCC collateral packages from the borrower side
• Advise on asset-backed and structured finance arrangements, including sale-leaseback transactions, equipment ABS, and construction financing supporting Hadrian’s factory build-out program
• Draft and negotiate intercreditor arrangements and subordination agreements as the capital structure grows across multiple lenders and facilities
• Support the Treasury function on credit agreements and monitoring covenant compliance under the company’s credit facilities and indentures
• Manage and coordinate outside counsel on financing transactions to ensure cost-effective execution on schedule to support construction and operational timelines
• Prepare deal term summaries and risk analyses for the General Counsel, CFO, and senior leadership in connection with financing transactions
• Build and maintain internal playbooks, templates, and closing checklists for recurring financing transaction types Series / Equity Financings
• Lead and document preferred stock financings, including drafting and negotiating term sheets, stock purchase agreements, investor rights agreements, voting agreements, co-sale rights, and rights of first refusal across Series rounds
• Advise on convertible note documentation for bridge financings between priced rounds, including valuation caps, discount rates, and most-favored-nation provisions
• Maintain cap table hygiene in coordination with stock administration, including tracking option grants, warrant issuances, and equity conversions across financing rounds
• Advise on secondary transactions and employee liquidity programs, including tender offer structuring and mechanics, 409A valuation implications of secondary pricing, and coordination with the Board on tender offer approvals and information rights waivers II. Governance
• Draft and maintain Board and committee charters, governance guidelines, D&O questionnaires, and corporate policies
• Manage legal entity governance and subsidiary compliance, including corporate filings and intercompany arrangements
• Advise on fiduciary duty considerations and related party transaction analysis in connection with financing activity and strategic transactions
• Support Board and committee engagement on financing and capital structure matters, including drafting materials, consents, resolutions, and minutes WHAT WE’RE LOOKING FOR:
• JD from an accredited law school and active bar membership in at least one U.S. jurisdiction - 10–15+ years of experience at a top-tier law firm and/or in-house, with demonstrated depth in debt and equity financing transactions
• Significant hands-on experience drafting and negotiating credit facilities, security documents, and related financing agreements from the borrower side — revolving lines, term loans, equipment financings, and intercreditor arrangements
• Meaningful capital markets experience: prior involvement in equity or debt offerings, registration statement drafting, or public company securities compliance (Reg FD, SOX, Section 16, 10b5-1)
• Genuine comfort as a finance lawyer who partners directly with CFOs, treasurers, and bankers — not primarily as a Board advisor
• Demonstrated ability to lead transactions independently, manage outside counsel effectively, and build internal legal infrastructure
• Clear, confident communicator who can engage credibly with lenders, investors, underwriters, and senior executives WHAT SETS YOU APART: On Financing
• Background in structured, equipment, or project finance in capital-intensive industries such as manufacturing, aerospace, energy, or infrastructure
• Prior experience advising on borrowing base mechanics and the interaction between government contract receivables and credit facility covenants
• Advised on secondary transactions and employee liquidity programs at a pre-IPO company with institutional investors on the cap table. This includes tender offer mechanics, 409A implications, and Board approval processes On Approach
• Builder mindset. You want to build the legal infrastructure for a finance function
• Comfort operating day-to-day without layers and keeping leadership informed without needing hand-holding Compensation For this role, the target salary range is $250,000 - $300,000 (actual range may vary based on experience and performance). This is the lowest to highest salary we reasonably and in good faith believe we would pay for this role at the time of this posting. We may ultimately pay more or less than the posted range, and the range may be modified in the future. An employee's pay position within the salary range will be based on several factors, including, but not limited to, relevant education, qualifications, certifications, experience, skills, geographic location, performance, and business or organizational needs.

BENEFITS

FOR FULL-TIME EMPLOYEES

• Medical, dental, vision, and life insurance plans for employees - 401k
• Relocation support may be provided for certain situations, based on business need.
• Flexible vacation policy
• Equity ITAR REQUIREMENTS To conform to U.S. Government space technology export regulations, including the International Traffic in Arms Regulations (ITAR) you must be a U.S. citizen, lawful permanent resident of the U.S., protected individual as defined by 8 U.S.C. 1324b(a)(3), or eligible to obtain the required authorizations from the U.S. Department of State. Learn more about the ITAR here https://www.pmddtc.state.gov/?id=ddtc_kb_article_page&sys_id=24d528fddbfc930044f9ff621f961987. USE OF AI IN HIRING Hadrian uses AI-assisted tools in our recruiting and hiring processes to help our team work more efficiently. This may include tools that help organize and analyze recruiting data, as well as an AI-powered notetaker that can record and transcribe interviews and help coordinate feedback. These tools support our team and are not used to make hiring decisions. All candidate evaluations and hiring decisions are performed by humans. If an interview will be recorded, you will be notified in advance and may opt out at any time with no impact on your candidacy. Candidate data processed through these tools is subject to the same protections described in our Privacy Policy https://www.hadrian.co/privacy-policy. HADRIAN IS AN EQUAL OPPORTUNITY EMPLOYER It is the Company’s policy to provide equal employment opportunity for all applicants and employees. The Company does not unlawfully discriminate on the basis of race inclusive of traits historically associated with race (including, but not limited to, hair texture and protective hairstyles, such as braids, locks and twists), color, religion, sex (including pregnancy, childbirth, or related medical conditions), gender identity, gender expression, transgender status, national origin (including, in California, possession of a drivers license), ancestry, citizenship, age, physical or mental disability, height or weight, medical condition, family care status, military or veteran status, marital status, domestic partner status, sexual orientation, genetic information, exercise of reproductive rights, any other basis protected by local, state, or federal laws, or any combination of the above characteristics. When necessary, the Company also makes reasonable accommodations for disabled candidates and employees, including for candidates or employees who are disabled by pregnancy, childbirth, or related medical conditions.