Lead Counsel, Public Company Governance & Corporate Programs

Overview

This role is for a senior governance attorney who can earn the confidence of boards and committees. You will serve as the primary governance lawyer, owning the governance policy framework, legal support for the Nominating, Governance & Sustainability (NG&S) Committee, operational support for Board committees, proxy governance and annual meeting matters, and governance-focused investor engagement.

This individual contributor role reports to the Director of Corporate Legal.

Responsibilities

• Lead HubSpot’s 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 skills matrix.
  • Lead the annual governance policy refresh to ensure alignment with evolving NYSE requirements and governance best practices, with proactive anticipation of 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, translate legal and governance requirements into practical recommendations, and 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 and sustainability content.
  • Lead the 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 preparation and credibility to represent company 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 improve scalability and resilience 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 calls independently.
  • Extensive experience supporting Boards and Board committees, with the 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 attention to legal judgment, execution, and records discipline, plus a drive to continuously improve how programs run.
  • 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 employees in 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 also be eligible for overtime pay.

Benefits are also part of the total compensation package.

Location

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