Mims Maynard Zabriskie

Co-leader of the firm’s Executive Compensation Task Force, Mims advises corporations and non-profit entities, and their compensation committees, with respect to governance issues relating to executive compensation and works with corporations, non-profit entities 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 plans and other executive plans, and change of control agreements in preparation for sales, and public offerings.  She advises on employee benefits, equity compensation and executive compensation issues in major corporate transactions, including mergers and acquisitions, sales, IPOs, and spinoffs.

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

Mims represents executives in the negotiation of employment agreements and equity compensation when executives are changing positions.  She represents individual executives and management teams in the negotiation of employment agreements and equity compensation in connection with the sale of businesses, including sales to private equity firms and strategic buyers.

Mims also works with clients on qualified and nonqualified plans, including retirement and other defined benefit plans, and 401(k) and other defined contribution plans. She 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.

Mims 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 (2007–2021) and Best Lawyers in America (1987–2022).