Lead Counsel, Public Company Governance & Corporate Programs

Overview

This is an individual contributor role for a Senior Governance Attorney responsible for corporate governance policy, Board and committee governance operations, proxy governance and annual meeting support, and governance-focused investor engagement. The position reports to the Director of Corporate Legal.

Responsibilities

• Lead the Governance Policy Framework
  • Own the governance policy framework, including committee charters, governance practices, director independence analysis, related-party frameworks, and legal analysis related to Board refresh and the skills matrix.
  • Lead the annual governance policy refresh to keep practices aligned with evolving NYSE requirements and governance best practices, including anticipating changes.
• Own the Nominating, Governance & Sustainability Committee (NG&S)
  • Serve as the substantive legal owner for the NG&S Committee.
  • Prepare materials, advise on agenda items, and translate legal and governance requirements into practical recommendations.
  • Support the committee chair.
  • Advise on director independence, related-party considerations, Board refresh, and skills matrix analysis, resolving most questions independently.
• Run Board and Committee Operations
  • Own the operational backbone for the Board and its Audit, Compensation, and NG&S Committees as a shared service across all three committees.
  • Own governance sections of the annual proxy statement, including director biographies, skills matrix, committee descriptions, governance policy disclosures, and ESG/sustainability content.
  • Lead annual meeting process and logistics end-to-end.
• Lead Governance-Focused Investor Engagement
  • Lead governance-focused investor engagement, including proxy advisor outreach related to Board composition and governance practices.
  • Partner with Investor Relations on shareholder communications and proxy season strategy.
  • Engage directly with ISS, Glass Lewis, and significant shareholders on governance matters, with the credibility and preparation to represent the organization’s positions.
• Own Corporate Governance Programs
  • Own recurring corporate governance programs (governance filings, D&O questionnaires, governance surveys, and related compliance obligations) with disciplined execution and strong records practice.
• Build an AI-First Governance Function
  • Identify and implement process improvements (including AI-enabled workflows) to reduce friction, strengthen governance operations, and increase operating leverage.
  • Build templates, playbooks, and governance infrastructure to make the function more scalable and resilient over time.

Requirements

• Required Qualifications
  • 8–10+ years of corporate and securities law experience at top law firms and/or in-house, with at least 3–4 years of meaningful in-house experience advising a U.S. public company on corporate governance matters.
  • Deep knowledge of public company governance (Board and committee practices, director independence, governance policies, stock exchange requirements, and related-party frameworks), with the judgment to own governance decisions independently.
  • Extensive experience supporting Boards and Board committees, including credibility to advise directly and translate legal requirements into practical, boardroom-ready recommendations.
  • Meaningful ownership of, or a senior role in, annual proxy statement preparation and annual shareholder meeting processes.
  • Demonstrated track record of governance-related investor and proxy advisor engagement; ability to partner with Investor Relations and senior stakeholders as a peer.
  • Track record of independently managing complex, recurring governance programs with strong attention to legal judgment, execution, and records discipline, with a drive to continuously improve program operations.
  • JD from an accredited law school and active bar membership in at least one U.S. jurisdiction.

Preferred Qualifications

• Experience working in-house at a publicly traded technology or SaaS company.
• Experience engaging directly with proxy advisors (including ISS and Glass Lewis) on governance matters.
• Experience advising on ESG or sustainability-related governance and public disclosures.
• Hands-on experience using or building AI-enabled workflows in legal or governance contexts, with a clear point of view on where AI adds real leverage.

Compensation & Benefits

• Annual Cash Compensation Range: $165,600—$265,000 USD
• Cash compensation may include base salary, on-target commission (for eligible roles), and annual bonus targets under the bonus plan for eligible roles.
• Some roles may be eligible to participate in an equity plan to receive restricted stock units (RSUs).
• Some roles may be eligible for overtime pay.
• Individual compensation packages are tailored based on skills, experience, qualifications, and other job-related factors.

Benefits are also provided as part of total compensation.

Location

• United States
• Work location preference eligibility: Remote
• Travel/Shift: No travel or shift requirements

Application Notes

• There is no application deadline for this role.
• Applications and resumes/CVs must be submitted in English.
• Cover letters are not required.