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VP, Associate General Counsel & Corporate Secretary

Humana
Full-time
On-site
Louisville, Kentucky, United States

Become a part of our caring community and help us put health first
 

The Vice President, Associate General Counsel, Corporate Secretary and M&A is a key member of the legal leadership team, responsible for overseeing all corporate governance and securities matters, including public company regulations, subsidiary and legal entity management, as well as mergers & acquisitions transactional support. This role ensures compliance with corporate legal requirements, supports the Board of Directors, and drives strategic transactions in alignment with the company’s growth objectives. Success in the role requires the ability to thrive in a collaborative and dynamic environment and effectively partner across law, compliance, finance, investor relations and corporate communications teams.

               

Key Responsibilities:

Team Management:

  • Manage a team of direct and indirect reports (including a diverse team of lawyers, paralegals, licensing specialists, and other professionals in multiple offices) responsible for SEC reporting, corporate finance and disclosure, subsidiary management, licensing, investments, executive compensation, employee benefits.
  • Extensive interaction with C-Suite and other senior executives counseling them on these matters. Participate in law department management, including law department organization and structuring, talent evaluation, management and rationalization, budgeting decisions, and strategy.
  • Serve as a key leader in the company’s Law Department, helping with department administration and legal operations.

Corporate Secretary:

  • Serve as Corporate Secretary to the Board of Directors and its committees, including with respect to Board and committee meetings, materials and minutes, and legal and regulatory requirements. 
  • Ensure compliance with corporate governance standards, securities laws, and regulatory requirements.
  • Overseeing entity management and subsidiary governance, including general corporate support and maintenance of corporate records for all Humana’s entities. 
  • Advise on governance best practices and support shareholder engagement and annual meeting processes.
  • Responsible for proxy statement disclosures, shareholder meetings and investor communications regarding environmental, social and governance matters (ESG).
  • Review and comment on public disclosures, including SEC filings and earnings announcements.
  • Advise Board members, C-Suite executives and other senior executives on critical issues.

Mergers & Acquisitions:

  • Support the company’s growth strategy through all phases of the transaction lifecycle—evaluating potential acquisitions, divestitures and investments, structuring deals, conducting due diligence, negotiating transaction documents, executing deals, and supporting post-transaction integration.
  • Collaborate with internal stakeholders and external advisors to assess legal risks and opportunities related to intellectual property, litigation, human resources, regulatory environment and customer and vendor contracts.
  • Draft and review transaction documents (e.g., NDAs, LOIs, purchase agreements, transition services agreements).
  • Support post-merger integration and ensure alignment with corporate policies and legal standards.


Use your skills to make an impact
 

Qualifications:

  • Juris Doctor (JD) from an accredited law school; licensed to practice law in relevant jurisdiction.
  • Minimum of 15 years of legal experience, including significant experience in corporate governance and M&A.
  • Prior in-house counsel experience preferred; experience in a publicly traded company is a plus.
  • Exceptional communication, negotiation, and organizational skills.
  • Proven ability to manage complex projects and influence at the executive level.

Preferred Attributes:

  • Strategic thinker with strong business acumen.
  • High integrity and sound judgment.
  • Ability to thrive in a fast-paced, dynamic environment.
  • Embrace change management and rethinking existing processes.

Scheduled Weekly Hours

40


About us
 

Humana Inc. (NYSE: HUM) is committed to putting health first – for our teammates, our customers and our company. Through our Humana insurance services and CenterWell healthcare services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it. These efforts are leading to a better quality of life for people with Medicare, Medicaid, families, individuals, military service personnel, and communities at large.


Equal Opportunity Employer

It is the policy of Humana not to discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, national origin, age, marital status, genetic information, disability or protected veteran status. It is also the policy of Humana to take affirmative action, in compliance with Section 503 of the Rehabilitation Act and VEVRAA, to employ and to advance in employment individuals with disability or protected veteran status, and to base all employment decisions only on valid job requirements. This policy shall apply to all employment actions, including but not limited to recruitment, hiring, upgrading, promotion, transfer, demotion, layoff, recall, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship, at all levels of employment.

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