Corporate Governance Attorney, Corporate Secretary

Nasdaq

Washington (District of Columbia)

Hybrid

USD 139,000 - 243,000

Full time

14 days+

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Benefits offered by this job

401(k) with 6% employer match

Employee Stock Purchase Program with 0

Student loan repayment up to $10k

Company paid life and disability plans

Generous paid time off

Comprehensive medical, dental and visa

Hybrid home/office schedule

Parental leave

Gym membership discounts

Job summary

Nasdaq is seeking a seasoned Governance Attorney to counsel on corporate governance, securities laws, and fiduciary duties. You will lead a governance program, supervise staff, draft board materials, and coordinate with stakeholders. Location is Washington, DC or Philadelphia with hybrid in-office work.

The role requires a J.D. and 5–10 years of experience, strong communication, and integrity. Hybrid flexibility and collaboration across the enterprise are emphasized.

Qualifications

J.D. from an accredited law school.
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.

Responsibilities

Provide counsel on 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

Governance knowledge

Securities laws

SEC rules

Communication skills

Project management

Interpersonal skills

Confidentiality

Integrity

Education

J.D. degree

Job description

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 J.D. 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.

Nasdaq’s programs and rewards are intended to allow our employees to:

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