Lead Counsel, Public Company Governance & Corporate Programs
Job Details
- Experience
- 8-10+ years of corporate and securities law experience, with at least 3-4 years of meaningful in-house experience advising a U.S. public company on corporate governance matters.
Requirements
- Have 8-10+ years of corporate and securities law experience at top law firms and/or in-house.
- Have at least 3-4 years of meaningful in-house experience advising a U.S. public company on corporate governance matters.
- Bring deep knowledge of public company governance, including Board and committee practices, director independence, governance policies, stock exchange requirements, and related-party frameworks.
- Have experience supporting Boards and Board committees and advising directly on governance matters.
- Have meaningful ownership of, or a senior role in, annual proxy statement preparation and annual shareholder meeting processes.
- Have a track record of governance-related investor and proxy advisor engagement.
- Have experience independently managing complex, recurring governance programs with strong legal judgment, execution, and records discipline.
- Hold a JD from an accredited law school.
- Have active bar membership in at least one U.S. jurisdiction.
Responsibilities
- Own the governance policy framework, including committee charters, governance practices, director independence analysis, related-party frameworks, and Board refresh and skills matrix legal analysis.
- Lead the annual governance policy refresh, keeping practices aligned with evolving NYSE requirements and governance best practices.
- Serve as the substantive legal owner for the Nominating, Governance & Sustainability Committee, preparing materials, advising on agenda items, and supporting the committee chair.
- Own the operational backbone for the Board and its Audit, Compensation, and NG&S Committees.
- Own governance sections of the annual proxy statement and lead the annual meeting process and logistics.
- Lead governance-focused investor engagement, including proxy advisor outreach, and partner with Investor Relations on shareholder communications and proxy season strategy.
- Engage with ISS, Glass Lewis, and significant shareholders on governance matters.
- Manage recurring governance programs, including governance filings, D&O questionnaires, governance surveys, and related compliance obligations.
- Identify and implement process improvements, including AI-enabled workflows, and build templates, playbooks, and governance infrastructure.