Hybrid Corporate Governance Counsel

Nasdaq; 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 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

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.