Corporate Governance Attorney, Corporate Secretary

Nasdaq, Inc.; Washington (District of Columbia); Hybrid; USD 139,000 - 243,000; Full time

Benefits offered by this job

401(k) with 6% employer match

Employee stock purchase program

Student loan repayment

Life and disability insurance

Generous paid time off

Medical, dental and vision coverage

Health spending account

Flex days and wellness

Job summary

Nasdaq, Inc. is seeking a talented lawyer to provide counsel on governance matters and support for board operations.

You will report to the SVP, Chief Governance & Corporate Compliance Officer, and collaborate across departments, including interaction with the C-suite and Board of Directors. The role includes managing governance programs, advising on fiduciary duties under Delaware law, coordinating with outside counsel, and contributing to ESG responses.

Qualifications

• JD from an accredited law school.
• Approximately 5–10 years of professional experience, preferably at a law firm and/or large company.
• Managerial experience preferred.
• Experience with corporate governance and securities laws.
• Knowledge of SEC and Nasdaq rules and regulations governing public companies.
• Excellent verbal and written communication skills.
• Project management and organizational skills with strong attention to detail.

Responsibilities

• Provide counsel on governance matters including Proxy Statement, shareholder proposals, and annual meetings.
• Run the legal entity management program and supervise two employees.
• Advise on directors’ fiduciary duties under Delaware law.
• Oversee boards and committees and prepare governance materials.
• Draft agendas, minutes, and governance documents for Boards and Committees.
• Manage director/committee orientation and education activities.
• Assist with shareholder engagement and governance-related ESG responses.
• Coordinate outside counsel and stay current on governance issues.

Skills

Verbal communication

Written communication

Project management

Interpersonal skills

Integrity/confidentiality

Education

Juris Doctor (JD)

Job description

We are looking for a talented and energetic lawyer to provide counsel and support on a broad range of governance matters. You will be responsible for the development and execution of many key actions essential to the success of our legal and governance practices as well as our board operations. You may perform various duties where the information, decisions, and communication involved could be sensitive or confidential. You will report to the SVP, Chief Governance & Corporate Compliance Officer, and Corporate Secretary. This position involves working closely with cross functional departments and varying levels throughout the organization, including interaction with the C-suite and our Board of Directors.

Responsibilities

• Provide counsel and support on a broad range of governance matters, including the Proxy Statement, shareholder proposals, and the Annual Meeting of Shareholders.
• Run the legal entity management program, including supervising two employees who are responsible for subsidiary governance.
• Advise on Directors' fiduciary duties under Delaware law.
• Oversee the work of certain Boards or Committees.
• Draft materials for Boards and Committees on governance issues.
• Review Board and Committee meeting materials prepared by other internal stakeholders.
• Prepare drafts of Board and Committee meeting agendas, scripts, minutes, and other legal or governance documents.
• Manage Director and Committee Member orientation and education activities.
• Research potential Director and Committee Member nominees.
• Assist with the shareholder engagement program and participate in shareholder and proxy advisory meetings, as appropriate.
• Manage the annual elections of Directors and Committee Members for our U.S. exchange subsidiaries and other significant projects for those Boards and Committees.
• Prepare responses to governance aspects of ESG reporting requests.
• Manage and oversee the administration of corporate governance guidelines and corporate policies.
• Assist with managing the Board compensation programs.
• Provide governance-related advice to, and communicate effectively with, various stakeholders across the Company, including the Boards of Directors, Management Committee and other internal clients.
• Draft materials in connection with Nasdaq's public policy advocacy initiatives.
• Manage and coordinate outside counsel, when necessary.
• Keep current on corporate governance issues, trends, and topics.
• Execute on other projects, as requested by the Corporate Secretary.

Skills and Experience

• A JD from an accredited law school.
• Approximately 5-10 years of professional experience, preferably at a law firm and/or large company.
• Managerial experience preferred.
• Experience with corporate governance and securities laws.
• Knowledge of SEC and Nasdaq rules and regulations governing public companies.
• Excellent verbal and written communication skills.
• Project management and organizational skills with superior attention to detail and accuracy.
• Strong interpersonal skills.
• A high level of integrity and the ability to maintain strict confidentiality.

This position will be located in Washington DC or Philadelphia and offers the opportunity for a hybrid work environment at least 3 days a week in-office, subject to change, providing flexibility and accessibility for qualified candidates.

Come as You Are Nasdaq is an equal opportunity employer. We welcome applications from candidates of all backgrounds and identities. We are committed to fostering an inclusive workplace where diverse perspectives, experiences, and identities are valued and celebrated. We ensure that individuals with disabilities are provided with reasonable accommodation throughout the hiring process.

What We Offer

We're proud to offer a competitive rewards package that is meaningful, recognizes the unique needs of our employees and their families and incentivizes employees for their contribution to Nasdaq's overall success. The base pay range for this role is $139,000 - $243,000. In addition to base salary, Nasdaq provides a generous annual bonus/commission (short-term incentive), and equity (long-term incentive), comprehensive benefits, and opportunity for growth. Exact compensation may vary based on several job-related factors that are unique to each candidate, including but not limited to: skill set, experience, education/training, business needs and market demands.

• Secure Wealth: 401(k) program with 6% employer match, Employee Stock Purchase Program with 15% discount, Student loan repayment program up to $10k, Company paid life and disability plans, Generous paid time off
• Prioritize Health: Comprehensive medical, dental and vision coverage, Health spending account with employer contribution, Paid flex days to support mental wellbeing, Gym membership discounts
• Care for Family: Hybrid home/office schedule (for most positions), Paid parental leave, Fertility benefits, Paid bereavement leave
• Connect with Community: Company gift matching program, Employee resource groups, Paid volunteer days
• Grow Career: Education Assistance Program, Robust job skills training and Professional development opportunities

For more information, visit Nasdaq Benefits & Rewards Career page.

At Nasdaq, we're proud to be the engine behind the world's capital markets. But we don't stop there. We build the technology that drives transparency, trust, and access - helping economies grow and people thrive. Our purpose is to advance economic progress for all. Whether you're a client, a colleague, or part of our broader community, we're here to move markets and possibilities - forward.

Join our Talent Community to stay in the loop on upcoming roles, events, and new opportunities across Nasdaq. Our hybrid work model, NasdaqBlend, gives you flexibility to do your best work - whether that's from home, in the office, or a mix of both. Check the job listing or reach out to our team for role-specific details. We're a global team of over 8,500 innovators across 38 countries, united by a shared purpose: advancing economic progress for all. It's not just what we do - it's how we do it, together.

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