Lead Counsel, Public Company Governance & Corporate Programs

POS-20140

The Legal Team

HubSpot's Legal team is a proactive, business-enabling partner — not a back-office function. We help our teams move fast, smart, and responsibly, balancing innovation with rigor so HubSpot can scale as a publicly traded, AI-native company while maintaining trust, compliance, and clarity.

Role Summary

This is a role for a senior governance attorney who has earned the confidence of boards and committees, not just supported them. You will be HubSpot's primary governance lawyer — owning the company's governance policy framework, the NG&S Committee, the operational backbone for all three Board committees, proxy governance and annual meeting, and governance-focused investor engagement.

The governance attorney who succeeds here doesn't just maintain recurring programs — they actively improve how those programs work, bringing the same rigor to process design as to legal advice.

HubSpot is building an AI-first legal function, and we want someone who sees that as an opportunity to do governance work at a higher level of quality and scale, not as an obligation to satisfy.

This is an individual contributor role reporting to the Director of Corporate Legal.

What You'll Do

1. Lead HubSpot's Governance Policy Framework

• Own HubSpot's governance policy framework, including committee charters, governance practices, director independence analysis, related-party frameworks, and Board refresh and skills matrix legal analysis.
• Lead the annual governance policy refresh, ensuring HubSpot's practices remain aligned with evolving NYSE requirements and governance best practices — and anticipating changes before they arrive.

2. Own the Nominating, Governance & Sustainability Committee

• Serve as the substantive legal owner for the NG&S Committee, preparing materials, advising on agenda items, translating legal and governance requirements into practical recommendations, and supporting the committee chair.
• Advise on director independence, related-party considerations, Board refresh, and skills matrix analysis, with the judgment to resolve most questions independently.

3. Run Board and Committee Operations

• Own the operational backbone for the Board and its Audit, Compensation, and NG&S Committees as a shared service across all three committees.
• Own the governance sections of HubSpot's annual proxy statement, including director biographies, skills matrix, committee descriptions, governance policy disclosures, and ESG and sustainability content, and lead the annual meeting process and logistics end-to-end.

4. Lead Governance-Focused Investor Engagement

• Lead governance-focused investor engagement, including proxy advisor outreach related to Board composition and governance practices, and partner with Investor Relations on shareholder communications and proxy season strategy.
• Engage directly with ISS, Glass Lewis, and significant shareholders on governance matters with the preparation and credibility to represent HubSpot's positions authoritatively.

5. Own Corporate Governance Programs

• Own recurring corporate governance programs (governance filings, D&O questionnaires, governance surveys, and related compliance obligations) with disciplined execution and strong records practice.

6. Build an AI-First Governance Function

• You have a point of view on how AI and automation can raise the quality and efficiency of recurring governance work, and you act on it. You will identify and implement process improvements (including AI-enabled workflows) that reduce friction, strengthen governance operations, and increase the team's operating leverage.
• Build templates, playbooks, and governance infrastructure that make this function more scalable and resilient over time.

What You'll Bring

Required Qualifications

• 8-10+ years of corporate and securities law experience at top law firms and/or in-house, with at least 3-4 years of meaningful in-house experience advising a U.S. public company on corporate governance matters.
• Deep knowledge of public company governance (Board and committee practices, director independence, governance policies, stock exchange requirements, and related-party frameworks) with the judgment to own governance calls independently.
• Extensive experience supporting Boards and Board committees, with the credibility to advise on governance matters directly and translate legal requirements into practical, boardroom-ready recommendations.
• Meaningful ownership of, or a senior role in, annual proxy statement preparation and annual shareholder meeting processes.
• Demonstrated track record of governance-related investor and proxy advisor engagement; able to partner with Investor Relations and senior stakeholders as a peer, not a process manager.
• Track record of independently managing complex, recurring governance programs with strong attention to legal judgment, execution, and records discipline — and a drive to continuously improve how those programs run.
• JD from an accredited law school and active bar membership in at least one U.S. jurisdiction.

Nice-to-Have Qualifications

• Experience working in-house at a publicly traded technology or SaaS company.
• Experience engaging directly with proxy advisors, including ISS and Glass Lewis, on governance matters.
• Experience advising on ESG or sustainability-related governance and public disclosures.
• Hands-on experience using or building AI-enabled workflows in legal or governance contexts, with a clear point of view on where AI adds real leverage in governance work.

Where You'll Work

• Location: United States
• Work location preference eligibility: Remote
• Travel/Shift: No travel or shift requirements

Application Requirements

• There is no application deadline for this role.
• Applications and resumes/CVs must be submitted in English.
• Cover letters are not required.