Vice President and General Counsel

COMPANY OVERVIEW Upchurch is a rapidly growing, full-service building engineering company providing mechanical, plumbing, HVAC, and electrical services across the southeastern United States. Founded in 1970 and headquartered in Horn Lake, MS, Upchurch has grown through both organic expansion and strategic acquisitions, establishing a strong reputation for quality, reliability, and service excellence. We offer end-to-end solutions—from design and installation to ongoing maintenance and emergency support—helping clients maximize building performance, energy efficiency, and equipment lifespan. POSITION SUMMARY The Vice President & General Counsel will serve as Upchurch's chief legal advisor and will lead the development of Upchurch's first in-house legal function. This role will provide strategic legal counsel to executive leadership, support business growth initiatives, oversee contract risk management, and reduce reliance on external legal providers through proactive legal guidance and scalable internal processes. The ideal candidate brings substantial experience supporting the construction, MEP, engineering, industrial, or related industries where large, complex projects and contractual risk management are critical to business success. This individual will establish and lead enterprise-wide legal processes, oversee contract review and negotiation activities, manage outside counsel relationships, and build the legal infrastructure necessary to support a growing organization. The Vice President & General Counsel will also provide leadership and oversight to a Contract Manager and help design a best-in-class contract review, approval, and risk management framework across the business. We are open to candidates located in either Memphis, TN or the greater Dallas, TX area. KEY RESPONSIBILITIES Legal Strategy & Leadership - Serve as the primary legal advisor to the executive leadership team. - Develop and implement the company's in-house legal strategy and operating model. - Build and scale legal processes, policies, and governance frameworks to support continued growth. - Identify and mitigate legal, contractual, and business risks across the organization. - Partner with senior leaders to evaluate strategic initiatives, acquisitions, partnerships, and business opportunities. - Provide practical, business-oriented legal advice that balances risk management with operational objectives. Contract Management & Risk Mitigation - Lead the review, negotiation, drafting, and administration of customer, subcontractor, supplier, vendor, and professional services agreements. - Establish contract review standards, approval workflows, and risk assessment protocols. - Develop standardized contract language, templates, and negotiation strategies. - Advise business leaders on contract interpretation, obligations, and risk exposure. Construction & Project Support - Provide legal guidance related to commercial construction, MEP, industrial, infrastructure, or similarly complex project environments. - Advise on project disputes, claims management, change order issues, payment disputes, and contract compliance matters. - Support project teams in understanding contractual obligations and mitigating project-related risks. - ·Review and negotiate owner contracts, subcontract agreements, master service agreements, and related project documentation. Litigation & External Counsel Management - Manage relationships with outside counsel and legal service providers. - Oversee litigation, claims, disputes, and legal proceedings as necessary. Compliance & Corporate Governance - Ensure compliance with applicable federal, state, and local laws and regulations. - Advise leadership on employment, regulatory, corporate, and contractual matters. - Support corporate governance activities and legal record management. - Develop and maintain company policies and training programs related to legal and compliance requirements. Team Development - Provide leadership and direction to the Contract Manager function. - Build a scalable contract management and legal operations capability. - Establish processes that improve efficiency, consistency, and risk management across the organization. - Identify future legal staffing and organizational needs as the company continues to grow. MINIMUM QUALIFICATIONS - Juris Doctor (JD) from an accredited law school. - Active license to practice law in at least one U.S. jurisdiction. - 10+ years of legal experience, including significant exposure to construction, engineering, industrial, energy, infrastructure, or related project-based industries. - Experience reviewing, negotiating, and managing complex commercial contracts involving substantial project scope and financial commitments. - Strong understanding of contract law, risk management, dispute resolution, and commercial transactions. - Demonstrated ability to partner effectively with executive leaders and operational stakeholders. - Experience managing outside counsel and legal service providers. PREFERRED QUALIFICATIONS - Previous experience serving as General Counsel, Associate General Counsel, Senior Counsel, or construction-focused legal leader. - Experience supporting general contractors, specialty contractors, MEP contractors, EPC firms, industrial contractors, or similar organizations. - Experience with large-scale construction, energy, infrastructure, industrial, or oil and gas projects. - Experience establishing or significantly expanding an in-house legal function. - Experience building contract management programs and legal governance processes. - Prior responsibility for supervising legal, contract administration, or contract management professionals. Benefits: - Competitive pay based on experience. - Health, dental, and vision insurance. - Paid time off and holiday pay. - Opportunities for professional development and certification assistance. Equal Employment Opportunity: Upchurch Companies provides equal employment opportunities to all employees and applicants. We prohibit discrimination and harassment of any type based on race, color, religion, age, sex, national origin, disability status, genetics, protected veteran status, sexual orientation, gender identity or expression, or any other characteristic protected by federal, state, or local laws.