Assistant General Counsel - Corporate Governance

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JOB DESCRIPTION

The successful candidate in this mid-level to senior level attorney position will provide specialized legal counsel and comprehensive governance support to the Board of Directors and its committees. With 8-12 years of relevant legal experience, this role requires expertise in corporate governance. The incumbent will serve as the primary legal advisor to the Board on governance matters, and corporate administration. This position provides legal advice and counsel on complex governance assignments with minimal supervision and requires demonstrated leadership and independent judgment.

Key Responsibilities:
• Provide comprehensive legal counsel and advisory services to the Board of Directors and Board committees (Audit, Nominating & Governance, Compensation, and other governance committees) on governance frameworks, regulatory requirements, and risk management matters.
• Develop, review, and update corporate governance policies, procedures, charters, and documentation to ensure compliance with applicable laws, regulations, and best practices; advise Board on governance trends.
• Prepare and manage Board meeting materials including agendas, resolutions, minutes, consent agendas, and committee materials; ensure proper documentation, recordkeeping, and confidentiality of Board information.
• Advise on Board composition, director qualifications, independence standards, conflicts of interest, related-party transactions, and Board committee structures and effectiveness.
• Provide legal analysis and counsel on executive compensation arrangements, equity plans, director and officer indemnification, and D&O insurance matters.
• Coordinate with external counsel, auditors, regulators, and other stakeholders regarding governance matters, regulatory examinations, and compliance inquiries.
• Advise on corporate transactions, material contracts, and significant business arrangements involving governance, regulatory, or compliance considerations requiring Board awareness or approval.
• Manage Board materials repository, governance documentation systems, and records management to ensure secure storage, version control, and appropriate access.
• Conduct legal research and analysis; prepare written legal opinions, memoranda, presentations, and governance documentation for Board and leadership.
• May assume additional legal responsibilities and special projects as needed to support organizational objectives and the broader legal department.

Key Requirements:
• Juris Doctorate degree from an accredited law school with a strong academic record and 8-12 years of professional legal experience.
• Admission to at least one state bar. If bar admission is in a state other than Florida, then the ability to be certified in Florida as Authorized House Counsel.
• Demonstrated expertise in corporate governance, including Board administration, governance policies, director and officer duties, and Board committee operations.
• Strong knowledge of corporate and commercial law, including corporate structure, bylaws, resolutions, and contract analysis.
• Demonstrated experience advising boards of directors or senior leadership on governance, compliance, and risk management matters.
• Proven ability to conduct legal research and analysis; prepare written legal opinions, memoranda, and governance documentation.
• Excellent written and verbal communication skills with ability to explain complex legal and regulatory concepts clearly to non-attorney audiences.
• Demonstrated leadership, project management, and organizational skills; ability to manage multiple priorities and meet deadlines.
• Strong interpersonal and relationship-building skills; ability to develop and maintain effective relationships with Board members, executives, and organizational stakeholders at all levels.
• Sound professional judgment and discretion; demonstrated ability to handle sensitive, confidential, and privileged information appropriately.
• Demonstrated initiative, self-motivation, and ability to work independently with minimal supervision.

General Physical Demands
Sedentary work: Exerting up to 10 pounds of force occasionally to move objects. Jobs are sedentary if traversing activities are required only occasionally.


What We Offer:
As a Florida Blue employee, you will be at the heart of GuideWell’s vision – to lead the nation in transforming health through compassionate, connected, and technology-enabled care that delivers personalized value and empowered living.

To support your wellbeing, comprehensive benefits are offered. As an employee, you will have access to:

• Medical, dental, vision, life and global travel health insurance;
• Income protection benefits: life insurance, short- and long-term disability programs;
• Leave programs to support personal circumstances;
• Retirement Savings Plan including employer match;
• Paid time off, volunteer time off, 10 holidays and 2 well-being days;
• Additional voluntary benefits available; and
• A comprehensive wellness program

Employee benefits are designed to align with federal and state employment laws. Benefits may vary based on the state in which work is performed. Benefits for intern, part-time and seasonal employees may differ.

To support your financial wellbeing, we offer competitive pay as well as opportunities for incentive or commission compensation. We also conduct regular annual reviews with pay for performance considerations for base pay increases.

Annualized Salary Range: $180,000 - $292,500

Typical Annualized Hiring Range: $180,000 - $225,000

Final pay will be determined with consideration of market competitiveness, internal equity, and the job-related knowledge, skills, training, and experience you bring.

We are an Equal Employment Opportunity employer committed to cultivating a work experience where everyone feels like they belong and can perform at their best in pursuit of our mission. All qualified applicants will receive consideration for employment.