Counsel - Corporate Governance & Executive Compensation

There's never been a more exciting time to join United Airlines. We're on a path towards becoming the best airline in the history of aviation. Our shared purpose - Connecting People, Uniting the World - is about more than getting people from one place to another. It also means that as a global company that operates in hundreds of locations around the world with millions of customers and tens of thousands of employees, we have a unique responsibility to uplift and provide opportunities in the places where we work, live and fly, and we can only do that with a truly diverse and inclusive workforce. And we're growing - in the years ahead, we'll hire tens of thousands of people across every area of the airline. Our careers include a competitive benefits package aimed at keeping you happy, healthy and well-traveled. From employee-run "Business Resource Group" communities to world-class benefits like parental leave, 401k and privileges like space available travel, United is truly a one-of-a-kind place to work. Are you ready to travel the world? 

From airports to boardrooms, our Legal team provides advice and counsel on all aspects of the business, assessing legal risks and compliance, while our Ethics and Compliance team ensures that we run an ethically sound operation. Together, these teams help us make the best possible decisions for our airline, to run our business with integrity, ensuring our airline operates lawfully and ethically, creating a company we are all proud to work for.

This position works a hybrid schedule based out of our Chicago HQ.

• Provides legal support for matters relating to the United Board of Directors and its Committees (with a focus on the Nominating/Governance and Compensation Committees) as well as United's equity, compensation and benefits programs.
• Support the preparation, organization and distribution of notices, agendas and other materials to Board of Directors and its committees.
• Draft and distribute minutes and actions of Board and Committee meetings and run the Board portal.
• Prepare board resolutions and related board materials relating to company transactions, annual meetings, company equity plan operations and related matters.
• Participate in the planning of and preparation and logistics for shareholder meetings.
• Advise and assist the Human Resources department on compensation and benefits matters, including (i) advise on the design and structure of, and provide legal and Corporate Governance support for, the Company's Executive Compensation program (including its annual and long-term equity incentive programs) and the impact of decisions on internal and external stakeholders, (ii) advise on the employment arrangements for Executive and Senior Leadership Team, including the structure of severance and termination provisions and restrictive covenants, (iii) advise on the design, administration and governance of the Company's all-employee equity and non-equity compensation plans and benefits programs, and (iv) advise on compensation practices, including monitoring such practices considering changing legal requirements and evolving best practices.
• Advise on the design and structure of, and provide legal and Corporate Governance support for, the compensation program for the Board of Directors and supervise management of the administration of the program.
• Oversee preparation and filing of annual proxy statement (including the CD&A and compensation tables), including gathering information from various business units for populating proxy, and "no action" requests, including legal advice on inclusion of any shareholder proposals.
• Provide legal support related to executive and equity compensation aspects of mergers, acquisitions and other relevant transactions.
• Oversight (including preparation of applicable documentation) of 10b5-1 trading plans.
• Draft, review and advise on United's filings with, and other matters concerning, the SEC (registration statements, Forms 10-K, 10-Q, 8-K, and S-8 filings and similar items) as well as internal communications and memorandum relating to the SEC filings and securities offerings, particularly as related to Environmental Social Governance and compensation and benefits matters.
• Prepare and file Section 16 filings for the company's directors and executive officers, including collaborating closely directly with Directors and brokers as appropriate.
• Assist in actively managing the governance component of the Environmental Social Governance Program, including Corporate Governance ratings.
• Assist insider trading restrictions.
• Advise on shareholder management and assist with shareholder engagement.
• Advise on ISS, Glass Lewis and other proxy advisory service positions and corporate responses.

United values diverse experiences, perspectives, and we encourage everyone who meets the minimum qualifications to apply. While having the "desired" qualifications make for a stronger candidate, we encourage applicants who may not feel they check ALL of those boxes! We are always looking for individuals who will bring something new to the table!

• Juris Doctorate degree
• Must be licensed to practice in Illinois or able to obtain a license to practice law in Illinois
• 5 years of legal experience in a large law firm or corporate in-house department with considerable experience in Corporate Governance matters
• Experience working with private or public company Boards of Directors and executive-level management on Corporate Governance matters
• Outstanding interpersonal, organizational and management skills
• Self-motivated, strategic thinking
• Strong written and verbal communication skills
• Dedication to high standards of quality and ethics
• Ability to work collaboratively and effectively in a fast-paced environment, and to manage multiple projects simultaneously
• Ability to stay current on and to adopt new technologies to improve efficiency in Corporate Secretary Office team organization and communications
• Must be legally authorized to work in the United States for any employer without sponsorship
• Successful completion of interview required to meet job qualification

United Airlines is an equal opportunity employer. United Airlines recruits, employs, trains, compensates and promotes regardless of race, religion, color, national origin, gender identity, sexual orientation, physical ability, age, veteran status and other protected status as required by applicable law. We will ensure that individuals with disabilities are provided reasonable accommodation to participate in the job application or interview process, to perform crucial job functions. Please contact JobAccommodations@united.com to request accommodation.