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Mims Maynard Zabriskie

Mims Maynard Zabriskie

Partner

mims.zabriskie@morganlewis.com

Philadelphia Phone +1.215.963.5036 Fax +1.215.963.5001

1701 Market St.//Philadelphia, PA 19103-2921//United States

Mims Maynard Zabriskie advises on complex executive compensation and employee benefit plan matters, including the design, negotiation, and implementation of executive compensation, equity compensation, and tax–qualified retirement plans and shareholder approval of equity plans. She counsels large publicly and privately owned businesses, including Fortune 500 enterprises, technology companies, and universities on a range of legal issues related to executive compensation governance, and employee benefit plans. Mims also represents executives in the negotiation of employment agreements and equity compensation, including in connection with transactions. She advises on benefits and executive compensation issues that arise during major corporate transactions, including mergers and acquisitions, sales, IPOs, and spinoffs.

Co-leader of the firm’s Executive Compensation Task Force, Mims advises corporations and compensation committees with respect to governance issues relating to executive compensation and works with corporations and executives to design and negotiate employment agreements, severance agreements, and change of control agreements for key executives. She advises companies with respect to equity compensation plans, deferred compensation and other executive plans, and change of control agreements in preparation for sales or public offerings.

Mims has experience with qualified and nonqualified plans, including retirement and other defined benefit plans, and 401(k) and other defined contribution plans. She also advises on severance plans and clawback policies; matters related to ERISA and the Internal Revenue Code, including Section 409A, Section 162(m), and Section 280G; and issues involving the Internal Revenue Service and the US Department of Labor.

She advises publicly held companies in matters related to executive compensation proxy disclosures and equity compensation plan shareholder approval; and counsels boards of directors, compensation committees, and administrators in fiduciary best practices, compliance procedures, and governance issues.

Mims also works with boards to determine whether and when a compensation committee should seek independent counsel that does not otherwise represent the company or its management.

Active in a variety of professional and civic organizations, she lectures on executive compensation and equity compensation issues at legal continuing education programs. She is listed in Chambers USA (2007–2019) and Best Lawyers in America (1987–2019).

Awards and Affiliations

Best of the Bar, Tax/Employee Benefits, Philadelphia Business Journal (2019)

Member, Law Firm of the Year, Employee Benefits & Executive Compensation, Chambers USA (2019) 

Member, Law Firm of the Year, Employee Benefits (ERISA Law), US News/Best Lawyers – Best Law Firms (2019)

Band 1, Pennsylvania: Labor & Employment: Employee Benefits & Compensation, Chambers USA (2019, 2020)

Ranked, Labor & Employment: Employee Benefits & Compensation, Pennsylvania, Chambers USA (2007–2018)

Recognized, Employee Benefits (ERISA) Law, Philadelphia, The Best Lawyers In America (1995–2020)

Top Woman Lawyer, The Best Lawyers In America (2016, 2017)

Admissions

  • Pennsylvania
  • Virginia
  • U.S. Supreme Court

Education

  • University of Virginia School of Law, 1979, J.D.
  • Vanderbilt University, 1976, B.A.

Sectors

  • Life Sciences
  • Financial Services
  • Technology
  • Banking

Services

  • Labor Employment Benefits
  • Retirement Plan Design Administration
  • Executive Compensation
  • Mergers Acquisitions

Regions

  • North America

Trending Topics

  • Navigating US Tax Reform

Events

4/28/2021 - Executive Compensation Academy: Back to Basics

2/24/2021 - 2021 Proxy Season a Recap of 2020 and Trends to Watch

2/9/2021 - Startup & Grow Webinar Series

1/1/2021 - Morgan Lewis Global Public Company Academy

11/17/2020 - What’s in It for the Team and Me? Discussing Your Company’s Equity Compensation

4/8/2020 - CARES Act: Benefits, Compensation, and Payroll Tax Considerations

3/24/2020 - Responding to the 2019 Novel Coronavirus: Top-of-Mind Employee Benefits Questions for Employers

1/21/2020 - Planning for the Plans: Executive Compensation and Employee Benefit Plans in M&A Transactions

10/8/2019 - Executive Compensation Challenges

3/21/2019 - Hot Topics in Employee Benefits: What We’re Seeing – March 2019

10/18/2018 - Executive Compensation for Tax Exempts Just Got More Complicated

10/16/2018 - Executive Compensation Challenges

4/3/2018 - Federal Tax Reform Update

9/13/2017 - Hot Topics in Employee Benefits: What We’re Seeing – September 2017

9/12/2017 - Executive Compensation Challenges for 2017/2018

4/25/2017 - Morgan Lewis Public Company Academy

4/12/2017 - All Fired Up and Ready to Go: Navigating the Legal Minefield of Executive Terminations

3/22/2017 - Hot Topics in Employee Benefits: What We’re Seeing – March 2017

3/21/2017 - NACD Philadelphia Chapter Executive & Board Compensation

1/25/2017 - Lorman Webinar: Avoiding the Legal Landmines of Employee Release Agreements

1/18/2017 - 2017 Securities and Executive Compensation Updates (Philadelphia)

11/3/2016 - Navigating the Changing Landscape of Executive Compensation

6/8/2016 - Hot Topics in Employee Benefits: What We’re Seeing – June 2016

5/25/2016 - Executive Compensation Challenges for 2015/2016

4/27/2016 - Pennsylvania Bar Institute 22nd Annual Employment Law Institute

4/13/2016 - Pay Versus Performance: SEC Proposed Disclosure Rules

3/10/2016 - Hot Topics in Employee Benefits: What We’re Seeing – March 2016

1/26/2016 - Bloomberg BNA Webinar: Executive Compensation Issues of the Moment

9/16/2015 - Hot Topics in Employee Benefits: What We’re Seeing – September 2015

7/22/2015 - A Practical Look at the SEC's Proposed Clawback Rules

5/6/2015 - Executive Compensation: Motivating and Retaining Key Employees

4/28/2015 - PBI’s 21st Annual Employment Law Institute

2/26/2015 - M&A Basics: Equity Compensation Plans

12/3/2014 - Avoiding Executive Compensation Litigation

7/16/2014 - Executive Compensation Basics: Anatomies of Severance and Release Agreements

6/11/2014 - Hot Topics in Employee Benefits — What We’re Seeing - June 2014

4/30/2014 - Executive Compensation Basics: Anatomy of an Employment Agreement

4/22/2014 - Executive Compensation Tax Issues in Mergers and Acquisitions

9/10/2013 - Avoiding the Legal Landmines of Employee Release Agreements

12/5/2012 - Hot Topics in Employee Benefits — What We’re Seeing - December 2012

11/8/2012 - Nonqualified Deferred Compensation: Opportunities and Challenges in a Changing Environment

9/13/2012 - Hot Topics in Employee Benefits: What We’re Seeing - September 2012

8/9/2012 - Avoiding the Legal Landmines of Employee Release Agreements

4/18/2012 - GEO's 13th Annual International Conference

4/10/2012 - 409A Basics Webinar Series — Avoiding 409A Pitfalls in Severance Agreements

11/17/2011 - Executive Compensation Roundtable—Executive Compensation and Say-on-Pay in 2012: Avoiding the Sophomore Jinx

News

2/14/2020 - 3 Key Questions on IRS' Proposed Executive Pay Changes, Law360

10/28/2019 - Morgan Lewis Advises Liberty Property Trust on Acquisition by Prologis

9/19/2019 - Four Morgan Lewis Partners Named Among Top Lawyers in Philadelphia

4/12/2018 - 5 Tips For Crafting The Perfect Exec Compensation Package, Law360

4/9/2018 - 5 Tips For Meeting Tax Bill’s Challenges On Executive Pay, Law360 

3/8/2017 - Morgan Lewis Advises MeetMe in Acquisition of If(we)

8/5/2016 - Morgan Lewis Represents DBi Services in Partnership with Sterling Partners

3/9/2016 - Hot Topics in Employee Benefits: Changes You Can Prepare For

Publications

6/23/2020 - IRS Proposed Regulations Target Executive Compensation in Tax-Exempt Organizations

6/12/2020 - IRS Releases Proposed Regulations on Executive Compensation for Tax-Exempt Organizations

5/1/2020 - Inducement Grants Enable Companies to Avoid Depletion of Equity Plan Share Reserves

4/24/2020 - The COVID-19 Test for Compensation Committees

4/13/2020 - Loans Under Section 4003 or 4116 of the CARES Act: Beware of Executive Compensation Limits

April 1, 2020 (Payroll Tax and Fringe Benefit Provisions section updated April 22, 2020; Executive Compensation Provisions section updated April 6, 2020) - CARES Act Brings Compensation, Benefits, and Payroll Tax Changes

1/9/2020 - IRS Publishes Proposed Regulations Under Section 162(M)

11/13/2019 - Executive Compensation Planning for an Economic Downturn

9/24/2019 - Delaware Court Signals Significant Change in Standard of Review of Executive Compensation Decisions for Controlled Companies

2017–2019 - Executive Leaders Radio

2/7/2019 - IRS Provides Interim Guidance on Executive Compensation for Tax-Exempt Organizations

2/7/2019 - New IRS Guidance Addresses Executive Compensation Paid by Tax-Exempt Entities

10/4/2018 - IRS Notice Does Not Jeopardize Exec Comp Grandfather, Law360

9/18/2018 - IRS Issues Guidance on Changes to Section 162(m)

9/18/2018 - LawFlash: Section 162(m) Guidance

9/6/2018 - SEC Targets Executive Perquisite Disclosure

8/30/2018 - Director Compensation in the Spotlight

3/9/2018 - New US Tax Law Impacts Tax Deferral for Certain Private Company Equity Grants

3/7/2018 - New US Tax Law Provides Tax Deferral Opportunity for Certain Private Company Equity Grants

1/8/2018 - Resources for Navigating US Tax Reform

1/2/2018 - Immediate Action Required: Reduction in Maximum Tax Withholding on Equity Compensation

12/18/2017 - Actions to Take Before Year End in Response to IRC Section 162(m) Changes

11/17/2017 - Executive Compensation in the Firing Line Under Tax Bills: Section 162(m) $1 Million Deduction Limit

10/5/2017 - Helpful Recent SEC Guidance on CEO Pay Ratio Disclosure

9/15/2017 - Recommended Steps to Successful Equity Plan Approval: Updated for 2018

9/7/2017 - Fall Executive Compensation Priorities

11/28/2016 - Impact of 2016 Elections: Tax Code Reform and Executive Compensation

11/23/2016 - Impact of 2016 US Elections on Dodd-Frank

9/30/2016 - Settlements of Director Compensation Litigation Raise Issues

9/16/2016 - Consider Amending Plans for Proposed Section 409A Regulations

9/6/2016 - NYSE Guidance on Equity Plan Amendments for Maximum Share Withholding

8/10/2016 - SEC Approves Nasdaq ‘Golden Leash’ Disclosure Rules

4/22/2016 - New FASB Rules on Equity Compensation Withholding: Issues

4/21/2016 - New FASB Rules on Equity Compensation Withholding: Summary

Updated on September 13, 2017 - Recommended Steps to Successful Equity Plan Approval - (Part 2: Steps 9-15)

Updated on September 13, 2017 - Recommended Steps to Successful Equity Plan Approval - (Part 1: Steps 1-8)

July 2015 - SEC Proposes Rules Requiring Companies to Adopt, Disclose, and Comply With Clawback Policies on Erroneously Awarded Executive Compensation

2/26/2015 - M&A Basics: Equity Compensation Plans

7/16/2014 - Anatomies of Severance and Release Agreements

6/11/2014 - Hot Topics in Employee Benefits – What We’re Seeing

6/10/2014 - Executive Compensation Challenges for 2014/2015, presented at Morgan Lewis Executive Compensation Roundtable, Philadelphia, PA

4/30/2014 - Anatomy of an Employment Agreement

12/13/2013 - CEO Pay Ratio Requirements under the Dodd-Frank Financial Reform Act, presented for the BNA Insights Benefits Practice Resource Center

9/24/2013 - SEC Proposes Rule on Required CEO Pay Ratio Disclosure

9/10/2013 - Avoiding the Legal Landmines of Employee Release Agreements

6/3/2013 - Compensation and Employee Benefits, presented at the Wall Street Tax Association Spring Seminar, New York, NY

5/16/2013 - The Scale Tips: Performance Incentives Take Over, presented for a Morgan Lewis Executive Compensation Roundtable, Philadelphia

4/24/2013 - Current Tax Issues: Executive Compensation and Equity Compensation, presented for Tax Executives Institute, Phoenix, AZ

6/12/2012 - Section 409A Transitional Relief Deadline Approaching

4/10/2012 - Avoiding 409A Pitfalls in Severance Agreements

10/3/2011 - Adverse Tax Consequences for Certain Executives Covered by Nonqualified Deferred Compensation Plans as a Result of Defined Benefit Plan Funding Status

2/16/2011 - Say-on-Pay: Practical Proxy Advice

7/16/2010 - Financial Reform Bill Imposes Significant New Executive Compensation and Corporate Governance Requirements