Corporate Legal Director (R6494) at Shield AI in San Mateo, CA

Shield AI is a venture-backed defense-tech company with the mission of protecting service members and civilians with intelligent systems. Its products include Hivemind autonomy software, V-BAT and X-BAT aircraft, and Aechelon simulation and synthetic reality technologies. With offices and facilities across the U.S., Europe, the Middle East, and Asia-Pacific, Shield AI’s technology actively supports operations worldwide. For more information, visit www.shield.ai. Follow Shield AI on LinkedIn, X, Instagram, and YouTube.

Job Description:

We are seeking a Director, Legal to provide hands-on legal leadership across four core areas: (i) product counseling; (ii) marketing, AI governance and privacy; (iii) public-company readiness, including building the technology and software development compliance processes and policies, such as open source software, AI and other authorized usage policies; and (iv) general corporate project work, including helping manage employment matters and litigation. The goal is to help the business move at the speed of the mission while managing risk in a highly regulated environment.

This is a builder’s role in one of the fastest-moving defense technology companies in the world. You will be a primary legal partner to the teams that build, ship and sell Hivemind and Shield AI’s other software, and to People Experience (PX), Marketing and IT. You will stand up the programs, policies and playbooks that let those teams launch products, run campaigns, adopt AI, and you will be accountable for making Legal an enabler of rapid development and growth.

Three qualities are non-negotiable:

• Executive and external credibility. You must have the presence, judgment and technical fluency to advise C-suite and executive leaders directly, and to represent Shield AI with confidence to partners, customers and outside counsel on AI, software, data and product questions.

• Action orientation under shifting priorities. You must be able to run many projects and workflows at once, move quickly on urgent requests, re-prioritize without losing track of anything, and see matters through from intake to completion. In Shield AI’s words: be rigorous and go fast.

• Practical, needs-driven program building. You must understand what product, engineering, marketing and PX teams actually need, and then proactively build scalable processes, policies and self-serve guidance that meet those needs, while doing what honor dictates when the answer is hard.

The role is on-site at one of the Shield AI offices listed above. You will report to the Senior Director, Legal, who leads legal support for PX, Marketing, IT and many aspects of the Hivemind software business, including partnerships. You will work closely with the Chief Legal Officer and the broader Legal and Security teams, with opportunities to mentor attorneys and legal professionals, and manage outside counsel as the business expands.

What You'll Do:

• Product counseling

• Serve as a primary legal partner to Product, Engineering, Program Management, Customer Success, Information Security and Business Development across the full product lifecycle for Hivemind and Shield AI’s other software offerings, from feature design and data use through go-to-market and customer-facing terms.

• Advise on legal and regulatory issues specific to AI, autonomy, data use, software and dual-use technology, including IP ownership, training data and model rights, third-party and foundation-model use, output ownership, and how commercial IP terms interact with government data rights.

• Structure, draft and negotiate software license agreements, SDK and developer terms, end user license agreements and partner agreements that support Hivemind’s growing ecosystem, including OEM and platform integration, reseller and aggregator, joint development, technology licensing and data-sharing arrangements.

• Build and run scalable product counsel processes, including feature and launch reviews, legal intake, playbooks, standard positions and contractual fallbacks, and self-serve guidance that lets Sales, Product and Customer Success resolve common questions without legal escalation.

• Partner with Trade Compliance on export classification and controls (ITAR/EAR) at the point of product decision, and with Government Contracts on product licensing terms, DFARS data rights, cybersecurity requirements and flow-downs.

• Coordinate with IP counsel on invention disclosures, patent and trade secret protection, freedom-to-operate questions, and protecting Shield AI’s most sensitive technology in commercial and government-facing deals.
  Marketing, AI governance and privacy

• Provide fast, practical legal review of marketing and communications activities, including campaigns, product claims, press releases, social media, trade shows and events, sponsorships, contests and promotions, and customer and partner case studies.

• Partner with Marketing, Communications, Security and Trade Compliance so that public content about government customers, programs and technical capabilities is cleared appropriately, and build an efficient, AI-assisted marketing review process that scales with the business.

• Help lead Shield AI’s AI governance program, including supporting the AI Governance committee, maintaining the AI use-case risk rubric and inventory, and developing policies, standards and controls for both AI features in our products and the AI tools our teammates use internally.

• Translate evolving AI frameworks into practical requirements, including the EU AI Act, the NIST AI Risk Management Framework, U.S. federal and state AI laws, and U.S. Department of Defense policy on responsible AI and autonomy in weapon systems.

• Advise IT, Security and enterprise teams on AI vendor and model-provider agreements, AI tool procurement, data processing terms and agentic AI use cases.

• Develop and run key parts of the privacy program, including privacy-by-design reviews, privacy notices, data processing agreements, cross-border data transfers, data mapping and data subject requests, under GDPR/UK GDPR, CCPA/CPRA and the laws of other countries where Shield AI operates.

• Partner with PX and IT on employee and candidate data, data sensitivity labeling and data governance across enterprise systems, and develop standard responses to recurring customer AI, privacy and security questionnaires.
  Technology and company compliance programs

• Help prepare the Legal team and the business for larger company maturity and scrutiny by designing, documenting and putting into practice the technology and software development policies, processes and controls a public company is expected to have.

• Build and scale Shield AI’s open source software compliance program, including policy, intake and approval workflows, license review (e.g., GPL, LGPL, AGPL, Apache, MIT), software bill of materials (SBOM) and software composition analysis tooling with Engineering and Security, remediation, and an outbound contribution policy.

• Develop, roll out and maintain AI policies and authorized and acceptable use policies, including internal AI use, IT and data use, and customer-facing acceptable use terms for Hivemind and other software products, including terms governing customers’ AI and agentic systems.

• Partner with Finance, Internal Audit, IT and Security to provide legal input on controls and certifications that support public-company and customer requirements (e.g., SOX IT general controls, ISO 27001, CMMC), and set up policy governance, including owners, review cadence, attestations and training.

• Get IP and technology records ready for diligence, including IP chain of title, inventories of inbound licenses and third-party software and data, contract repository hygiene, and input on disclosures about AI, privacy, cybersecurity and IP risk.

• Train teammates on new policies and processes so that compliance is built into how engineering, product and business teams work every day.

General corporate, employment and litigation

• Partner with PX and employment counsel on employment matters, including workplace investigations, separations and releases, restrictive covenants, contractor classification, handbook and policy updates, and multi-state and international employment questions as Shield AI expands globally.

• Help manage litigation, arbitration and pre-litigation disputes with outside counsel, including case strategy, budgets, legal holds, demand letters, and IP and commercial disputes, at the direction of the Senior Director, Legal and the Chief Legal Officer.

• Support corporate projects, including M&A due diligence and post-close integration, strategic partnerships and investments, Board and executive materials on topics within this role’s scope, and special initiatives as assigned.

• Be a good steward of resources: manage outside counsel and legal spend efficiently, holding firms to clear scopes, budgets and outcomes.

Collaboration, execution and leadership

• Work confidently and collaboratively with C-suite and executive leaders, business unit leaders, engineers and operators, as well as external partners, customers, government stakeholders and outside counsel, adjusting communication style to the audience.

• Manage multiple concurrent projects and workflows, often with urgency, and quickly re-prioritize as business needs, deal timelines and urgent requests shift.

• Take ownership of matters from intake to completion, anticipate next steps, escalate issues early with clear options, trade-offs and recommendations, and follow through.

• Mentor and develop attorneys and legal professionals, and help build and scale the team that supports PX, Marketing, IT/AI and the Hivemind business.

• Build and improve templates, playbooks and trackers, and use legal technology and AI-enabled tools to increase speed, consistency and quality.

• Handle highly confidential, sensitive and export-controlled information with discretion and professionalism.

Preferred Qualifications:

• Experience supporting a large, fast-growing private company through multiple phases of late venture to public company or larger private company maturity.

• Experience in AI/ML, autonomy, robotics, aerospace/aviation or dual-use technologies, and familiarity with defense and government contracting requirements such as ITAR/EAR, DFARS data rights, FedRAMP and CMMC.

• Privacy or AI governance certification, such as CIPP/US, CIPP/E or AIGP.

• Experience with M&A due diligence and post-close integration, including integrating acquired products and teams.

• Experience with international operations across Europe, the Middle East or Asia-Pacific.

• Experience building and mentoring legal teams and deploying AI-enabled legal tools and processes.

Required Qualifictions:

• J.D. from an accredited law school; active membership in at least one U.S. state bar.

• 12+ years of legal experience, including substantial in-house experience as product counsel at a high-growth technology, software, AI, aerospace or defense company; experience at a leading law firm is a plus.

• Deep experience in product counseling and technology transactions, including software licensing and distribution across on-premises, SaaS, embedded, OEM and channel models, and strategic technology partnerships.

• Demonstrated experience building or running privacy and AI governance programs, with working knowledge of GDPR, CCPA/CPRA, the EU AI Act and the NIST AI Risk Management Framework.

• Hands-on experience building or running an open source software compliance program and drafting technology policies, such as acceptable use and AI use policies.

• Experience advising marketing and communications teams on advertising, promotions and public claims.

• Working knowledge of employment law and experience managing litigation and disputes with outside counsel.

• Executive presence and communication skills to advise C-suite executives and senior leaders and to represent the company credibly with external partners and customers.

• Highly action-oriented, with a track record of managing many projects and workflows at once and delivering quickly on urgent and frequently shifting priorities.

• Comfort operating at both strategic and tactical levels in a lean, high-tempo environment, with a practical, risk-based approach that enables the business.

#LI-ML2

#LF

Full-time regular employee offer package:

Pay within range listed + Bonus + Benefits + Equity

Temporary employee offer package:

Pay within range listed above + temporary benefits package (applicable after 60 days of employment)

Salary compensation is influenced by a wide array of factors including but not limited to skill set, level of experience, licenses and certifications, and specific work location. All offers are contingent on a cleared background and possible reference check. Military fellows and part-time employees are not eligible for benefits. Please speak to your talent acquisition representative for more information.

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Shield AI is proud to be an equal opportunity workplace and is an affirmative action employer. We are committed to equal employment opportunity regardless of race, color, ancestry, religion, sex, national origin, sexual orientation, age, marital status, disability, gender identity or Veteran status. If you have a disability or special need that requires accommodation, please let us know.