Lead Counsel, Public Company Governance & Corporate Programs

Job description

**This position is listed on behalf of a partner company, which manages all applications and next steps. Our partner is looking for a Lead Counsel, Public Company Governance & Corporate Programs based in the United States.** We are seeking an experienced corporate governance attorney to lead public company governance strategy and oversee critical board-level programs for a publicly traded, technology-driven organization. In this senior individual contributor role, you will serve as the primary legal advisor on corporate governance matters, partnering directly with board committees, executive stakeholders, and investor relations teams. You will oversee governance policies, board and committee operations, annual proxy disclosures, shareholder meetings, and governance-focused investor engagement. The role calls for strong independent legal judgment, executive credibility, and the ability to turn complex regulatory requirements into practical, effective recommendations. You will also have the opportunity to modernize legal operations by integrating AI-enabled workflows and scalable processes into recurring governance activities. This is an opportunity to shape governance excellence within an innovative, AI-focused environment that values accountability, sound judgment, and continuous improvement. ### Accountabilities: - Own and maintain the corporate governance policy framework, including committee charters, governance practices, director independence assessments, related-party transaction frameworks, and board refreshment and skills-matrix analysis. - Lead the annual governance policy review, ensuring alignment with evolving New York Stock Exchange requirements and recognized governance best practices while anticipating emerging regulatory and market developments. - Serve as the principal legal advisor to the Nominating, Governance & Sustainability Committee, preparing meeting materials, advising on agendas, supporting the committee chair, and translating legal requirements into actionable recommendations. - Advise on director independence, related-party considerations, board composition, board refreshment, and director skills assessments, exercising independent judgment on complex governance questions. - Oversee the operational framework supporting the board and its Audit, Compensation, and Nominating, Governance & Sustainability Committees. - Lead preparation of the governance sections of the annual proxy statement, including director biographies, board skills matrices, committee descriptions, governance policies, and environmental, social, and sustainability disclosures. - Manage the annual shareholder meeting process from planning and preparation through execution and related governance logistics. - Lead governance-focused investor engagement, including outreach to proxy advisors and collaboration with Investor Relations on shareholder communications and proxy-season strategy. - Engage directly with Institutional Shareholder Services (ISS), Glass Lewis, and significant shareholders on board composition and governance practices, communicating the organization's position with credibility and sound legal judgment. - Oversee recurring corporate governance programs, including governance filings, director and officer questionnaires, governance surveys, and associated compliance obligations. - Maintain disciplined records management and reliable execution across recurring governance activities, ensuring processes remain accurate, efficient, and well documented. - Identify and implement opportunities to use AI and automation to improve the quality, consistency, scalability, and efficiency of governance work. - Develop templates, playbooks, workflows, and supporting infrastructure that strengthen governance operations and reduce unnecessary administrative complexity. - Partner with the Director of Corporate Legal and relevant internal stakeholders to continuously improve governance practices and support the organization's long-term growth. ## Requirements: - 8–10+ years of experience in corporate law and securities law at a leading law firm, in-house legal department, or a combination of both. - At least 3–4 years of meaningful in-house experience advising a U.S. publicly traded company on corporate governance matters. - Deep knowledge of public company governance, including board and committee practices, director independence, governance policies, stock exchange requirements, and related-party frameworks. - Demonstrated ability to independently assess complex governance matters and provide practical, well-reasoned legal recommendations. - Extensive experience supporting boards of directors and board committees, with the credibility to advise senior stakeholders and communicate effectively in boardroom settings. - Significant responsibility for preparing annual proxy statements and managing annual shareholder meeting processes. - Proven experience with governance-related investor engagement and proxy advisor interactions, including the ability to collaborate with Investor Relations and senior leadership as a trusted advisor. - Experience independently managing complex, recurring governance programs with strong attention to legal judgment, execution, compliance, and records management. - A demonstrated commitment to improving processes, strengthening operational discipline, and making recurring legal programs more effective and scalable. - A Juris Doctor (JD) degree from an accredited law school and active bar membership in at least one U.S. jurisdiction. - Strong written and verbal communication, analytical reasoning, stakeholder management, and organizational skills. - Preferred: In-house legal experience at a publicly traded technology or SaaS company. - Preferred: Direct experience engaging with proxy advisors, including ISS and Glass Lewis, on corporate governance matters. - Preferred: Experience advising on environmental, social, and governance (ESG) matters, sustainability governance, or related public disclosures. - Preferred: Hands-on experience using or developing AI-enabled workflows in legal or governance settings, together with a clear understanding of where AI can meaningfully improve efficiency and quality. ## Benefits: - Annual cash compensation: $165,600–$265,000 USD. The stated range includes applicable base salary and, where relevant, target commissions and annual bonus targets. - Potential equity compensation: Certain roles may be eligible to participate in an equity plan offering restricted stock units (RSUs); eligibility for this specific position is not confirmed. - Remote work: Eligible for remote work within the United States. - Flexible work environment: An emphasis on flexibility, trust, accountability, and meaningful contributions rather than simply time spent in the office. - Professional growth: Opportunities to develop expertise, improve legal operations, and contribute to strategic governance initiatives. - Innovative working environment: The opportunity to help shape an AI-first legal function and implement technology-enabled improvements to corporate governance. - Collaborative culture: Work closely with legal, executive, board, and investor relations stakeholders in a business-focused environment. - Compensation transparency: Individual offers are tailored to skills, experience, qualifications, and other job-related factors.