Corporate Governance Attorney

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.

• 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.

• 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.

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.

We’re proud to offer a competitive rewards package that is meaningful,…