Lead Counsel, Corporate and Banking

Upstart•San Mateo, CA

10d•$208,000 - $287,900•Remote

About The Position

Upstart's Legal team partners across the business to help the company build, scale, and operate with sound legal judgment. This role will support Upstart’s proposed OCC-chartered bank by building and maintaining the corporate governance, board support, and affiliate transaction frameworks needed for a regulated national bank environment. As the Lead Counsel, Corporate and Banking at Upstart, you will own core governance responsibilities for the bank, including board and committee processes, governance policies, director and executive guidance, intercompany agreements, and Regulation W compliance. You will work closely with senior leaders across Legal, Risk, Treasury, Accounting, and Tax, to help the bank operate in a way that is examination-ready, practical, and scalable.

Requirements

J.D. degree and active membership in at least one U.S. state bar.
7+ years of banking law, bank regulatory, corporate governance, or financial services legal experience at a law firm, financial institution, fintech, or regulated bank.
Working knowledge of OCC regulations, the National Bank Act, Bank Holding Company Act, and Regulation W.
Experience advising on corporate governance matters for a bank, bank holding company, or other regulated financial institution, including affiliate transaction monitoring, intercompany agreement structures, and bank governance controls.
Experience supporting OCC examinations, supervisory responses, or other bank regulatory engagement.
Experience with Federal Reserve bank holding company reporting and navigating supervisory frameworks such as CAMELS ratings.
Experience identifying and managing conflicts of interest between a bank and its affiliates, including issues arising from dual-hatted employees who hold positions at both the bank and a parent holding company.
Experience drafting or reviewing board minutes, committee charters, governance policies, resolutions, or intercompany agreements.

Nice To Haves

Prior in-house legal experience at a bank, fintech, or other regulated financial services company.
Ability to translate complex regulatory requirements into clear, practical guidance for business, finance, and executive stakeholders.
Experience building governance processes, playbooks, or legal operating frameworks in a new or evolving regulated environment.
Familiarity with de novo bank application processes, OCC charter requirements, or standing up legal and governance frameworks for a newly chartered bank.

Responsibilities

Lead corporate governance support for Upstart Bank, including board and committee preparation, agendas, pre-read materials, minutes, resolutions, policies, and committee charters
Advise bank directors, executives, and internal partners on governance obligations, bank structure, director duties, and corporate governance requirements applicable to an OCC-chartered national bank, including management of conflicts between the bank and its affiliates and issues arising from dual-hatted employees.
Provide guidance regarding the Bank Holding Company Act and related regulatory requirements and supervisory expectations for the bank’s parent company, Upstart Holdings, Inc., including Federal Reserve bank holding company reporting requirements (e.g., FR Y-series reports).
Support the bank's engagement with its primary federal regulator (OCC), the FDIC and the Federal Reserve, including preparation for and response to examinations, and advising internal stakeholders on CAMELS ratings implications and strategies to maintain strong supervisory standing.
Support intercompany agreements and affiliate transaction processes, including Regulation W analysis, documentation, monitoring, and coordination with Treasury, Accounting, Tax, and Regulatory Counsel.
Build and maintain legal processes that support examination readiness, including clear documentation, durable operating rhythms, and timely responses to regulatory or supervisory requests.
Partner cross functionally to identify governance, regulatory, or affiliate transaction considerations related to new products, business initiatives, and bank operations.
Manage special corporate and banking projects as needed, including bank regulatory examinations, governance enhancements, internal policies, and external counsel coordination.

Benefits

Competitive compensation, including base pay, bonus opportunities, and annual equity grants that vest quarterly
Retirement benefits to help you plan for the future, including a 401(k) or Group Retirement Savings Plan with a company match of $2 for every $1 contributed, up to $15,000 annually (USD in the US, CAD in Canada)
Employee Stock Purchase Plan (ESPP) with discounted stock purchase options for eligible employees (US only)
Comprehensive health coverage designed to support you and your family, including medical, dental, vision, and wellness resources for US and supplemental health coverage for Canada.
Health Savings Account contributions from Upstart for eligible plans (US only)
Income protection benefits, including life insurance and disability coverage for added financial security
Paid time off, sick leave, and company holidays, in line with local requirements
Paid family and parental leave to support caregiving and major life moments (duration varies by country)
Family-centered benefits to support fertility, parenthood, and caregiving needs
Employee Assistance Program (EAP) offering mental health support and life-centered resources
Financial wellness resources, including access to financial planning tools and a financial concierge service (US Only)
Annual wellness allowance to support your physical and emotional well-being and personal development, based on what matters most to you
Annual productivity allowance to invest in relevant tools and resources you need to do your best work, no matter where you work from
Connection and community through team events, all-company updates, and employee resource groups (ERGs)
Onsite perks, including catered lunches and fully stocked micro-kitchens when working from one of our offices in the Bay Area, Austin, Columbus, and New York City (opening Summer 2026!)