Description:

The Senior Managing Counsel - Corporate Governance is a senior legal advisor responsible for supporting the company's Board of Directors and governance framework. This role provides day-to-day legal leadership on corporate governance matters, board and committee operations, fiduciary duties, and related public company obligations. The Senior Managing Counsel works closely with senior legal, finance leaders, and Board members, and will directly oversee the Office of Corporate Secretary paralegal and operations team.

Key Responsibilities – Board & Committee Support
Serve as a primary legal advisor on corporate governance matters for the Board of Directors and its committees, including fiduciary duties, conflicts of interest, independence, and governance processes. Support preparation of Board and committee agendas, materials, resolutions, minutes, and meeting logistics. Advise on board and committee charters, governance guidelines, annual calendars, and director practices, including refreshment, orientation, retirement and compensation. Provide legal guidance during Board and committee meetings and support follow-up actions and documentation.

Corporate Governance & Policy Management
Draft, review, and maintain governance policies and documents, including corporate governance guidelines, committee charters, codes of conduct, and related policies. Monitor evolving governance best practices, regulatory requirements, and shareholder and proxy advisory firm policies and expectations. Support the planning, execution and reporting of shareholder engagement.

Team Leadership
Directly manage and mentor the team responsible for Board and committee support and operations. Oversee workflows related to meeting materials, minutes, records retention, director onboarding materials, and governance documentation. Ensure consistent, high-quality execution of Board processes and establish improved governance workflows as needed.

Public Company & Securities Matters
Lead the preparation and filing of the annual proxy statement, including primary drafting responsibility for governance and executive compensation disclosures.

Serve as a key legal advisor on shareholder matters, including engagement strategy, shareholder proposals, and annual meeting preparation and execution.

Subsidiaries
Provide legal oversight, guidance for and directly manage the team responsible for governance of subsidiaries, including subsidiary management practices, director/officer appointments, and delegated authorities.

Qualifications:

8+ years of legal experience with significant focus on corporate governance and public company matters
Proven experience advising Boards of Directors and senior executive leadership, with demonstrated ability to lead and manage Board and/or committee meetings
Deep expertise in public company governance requirements, including fiduciary duties, governance best practices, and regulatory expectations
Strong experience leading the preparation and filing of proxy statements, including governance and executive compensation-related disclosures
Demonstrated experience supporting shareholder engagement, annual meetings, and handling shareholder proposals and related matters
Experience working closely with or within a Corporate Secretary function or governance team
Prior experience managing
Exceptional communication and executive presence, with the ability to confidently interact with Board members and senior leadership
Juris Doctor (J.D.) from an accredited law school and active bar membership in good standing
Prefer someone in office but open to remote for the right candidate.

If you will be working at home occasionally or permanently, the internet connection must be obtained through a cable broadband or fiber optic internet service provider with speeds of at least 10Mbps download/5Mbps upload.

For this position, we anticipate offering an annual salary of 197,000 - 328,300 USD / yearly, depending on relevant factors, including experience and geographic location.

This role is also anticipated to be eligible to participate in an annual bonus and long term incentive plan.

At The Cigna Group, you'll enjoy a comprehensive range of benefits, with a focus on supporting your whole health. Starting on day one of your employment, you'll be offered several health-related benefits including medical, vision, dental, and well-being and behavioral health programs. We also offer 401(k), company paid life insurance, tuition reimbursement, a minimum of 18 days of paid time off per year and paid holidays. For more details on our employee benefits programs, click here.