Senior Corporate Governance Counsel

Nasdaq; Washington (Washington County); Hybrid; USD 139,000 - 243,000; Full time

Benefits offered by this job

401(k) with 6% employer match

Employee Stock Purchase Program with 5

Student loan repayment up to $10k

Company paid life and disability plans

Generous paid time off

Hybrid home/office schedule

Job summary

Nasdaq is seeking a talented lawyer to provide counsel on a broad range of governance matters and support for board operations. You will report to the SVP, Chief Governance & Corporate Compliance Officer, and Corporate Secretary, collaborating across cross-functional teams including the C-suite and Board of Directors.

This role involves managing the governance program, supervising staff, and advising on directors’ fiduciary duties under Delaware law.

Qualifications

• 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.

Responsibilities

• Provide counsel on governance matters, including Proxy Statement, shareholder proposals, and Annual Meeting.
• Run the legal entity management program, supervising two employees responsible for subsidiary governance.
• Advise on Directors’ fiduciary duties under Delaware law.
• Oversee Boards or Committees and draft governance materials.
• Review Board/Committee meeting materials prepared by internal stakeholders.
• Prepare drafts of Board/Committee meeting agendas, scripts, minutes, and governance documents.
• Manage Director and Committee Member orientation and education activities.
• Research potential Director and Committee Member nominees.
• Assist with shareholder engagement and participate in shareholder/proxy meetings.
• Manage annual elections of Directors for U.S. exchange subsidiaries and other projects.
• Prepare responses to governance aspects of ESG reporting requests.
• Manage governance guidelines and corporate policies.
• Assist with Board compensation programs.
• Communicate governance-related advice to stakeholders.
• Draft materials for Nasdaq’s public policy advocacy initiatives.
• Coordinate outside counsel when necessary.
• Keep current on governance issues and trends.
• Execute on other projects as directed by Corporate Secretary.

Skills

J.D. degree

5–10 years experience

Governance & securities law

SEC & Nasdaq rules

Communication skills

Project management

Confidentiality

Leadership/management

Education

J.D. from an accredited law school

Job description

Nasdaq is seeking a talented lawyer to provide counsel on a broad range of governance matters and support for board operations. You will report to the SVP, Chief Governance & Corporate Compliance Officer, and Corporate Secretary, collaborating across cross-functional teams including the C-suite and Board of Directors.

This role involves managing the governance program, supervising staff, and advising on directors’ fiduciary duties under Delaware law.