Lead Counsel, Corporate and Banking

About the role

The Lead Counsel, Corporate and Banking at Upstart will support the bank by building and maintaining the corporate governance, board support, and affiliate transaction frameworks needed for a regulated national bank environment. This role will 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. The role will also provide guidance regarding the Bank Holding Company Act and related regulatory requirements and supervisory expectations for the bank's parent company, Upstart Holdings, Inc.

Responsibilities

• Lead corporate governance support for Upstart Bank, including board and committee meeting 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.

Qualifications

• J.D. degree and active membership in at least one U.S. state bar.
• 8+ 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.