Lead Counsel, Public Company Governance & Corporate Programs

Overview

This role is for a senior governance attorney who has earned the confidence of boards and committees. You will serve as the organization’s primary governance lawyer, owning the governance policy framework, serving as substantive legal owner for the Nominating, Governance & Sustainability (NG&S) Committee, and supporting operational governance across all three Board committees. You will also lead proxy governance and the annual meeting process, along with governance-focused investor engagement.

This is an individual contributor role reporting to the Director of Corporate Legal.

Responsibilities

Lead the Governance Policy Framework

• Own the governance policy framework, including:
  • Committee charters and governance practices
  • Director independence analysis
  • Related-party frameworks
  • Legal analysis supporting Board refresh and the skills matrix
• Lead the annual governance policy refresh, ensuring practices remain aligned with evolving NYSE requirements and governance best practices, including anticipating changes ahead of time.

Own the Nominating, Governance & Sustainability (NG&S) Committee

• 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
  • Support the committee chair
• Advise on:
  • Director independence
  • Related-party considerations
  • Board refresh
  • Skills matrix analysis
• Use judgment to resolve 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 the governance sections of the annual proxy statement, including:
  • Director biographies
  • Skills matrix
  • Committee descriptions
  • Governance policy disclosures
  • 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
  • Partnering 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 the organization’s positions authoritatively.

Own Recurring Corporate Governance Programs

• Own recurring corporate governance programs, including:
  • Governance filings
  • D&O questionnaires
  • Governance surveys
  • Related compliance obligations
• Ensure disciplined execution and strong records practice.

Build an AI-First Governance Function

• Identify and implement process improvements (including AI-enabled workflows) that:
  • Reduce friction
  • Strengthen governance operations
  • Increase the team’s 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; 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, including:
  • Board and committee practices
  • Director independence
  • Governance policies
  • Stock exchange requirements
  • Related-party frameworks
  • Ability to own governance calls independently
• Extensive experience supporting Boards and Board committees, with credibility to advise directly and translate legal requirements into practical, boardroom-ready recommendations.
• Meaningful ownership of, or senior role in, annual proxy statement preparation and annual shareholder meeting processes.
• Demonstrated track record of governance-related investor and proxy advisor engagement, able 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, plus a drive to continuously improve how these programs run.
• JD from an accredited law school and active bar membership in at least one U.S. jurisdiction.

Nice-to-Have 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 (for eligible roles).
• Some roles may be eligible to participate in the equity plan to receive restricted stock units (RSUs).
• Some roles may also be eligible for overtime pay.
• Individual compensation packages are tailored to skills, experience, qualifications, and other job-related reasons.
• Additional benefits are included as part of total compensation.

Location

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

Application Requirements

• No application deadline.
• Applications and resumes/CVs must be submitted in English.
• Cover letters are not required.