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Jessica W. Catlow


[email protected]



Jessica has a strong, multidimensional employment practice. Companies and senior executives rely on her to draft and negotiate executive compensation packages, including in connection with mergers and acquisitions and private equity transactions. In addition, Jessica works with employers to mitigate their risks and ensure their compliance with state and federal employment laws. Jessica takes an entrepreneurial approach to her work. She is deeply invested in her clients and tenacious in her pursuit of the best possible result in every legal matter.

Jessica represents both companies and senior executives in drafting and negotiating executive compensation arrangements in a variety of contexts, including of mergers and acquisitions, venture capital investments, and private equity financing.

Jessica regularly structures deferred compensation arrangements, performance bonus plans, and equity-based compensation plans to comply with employment, corporate, tax, employee benefits, and securities laws in corporate transactions and in the ordinary course of on-going company representation.

Jessica also has extensive expertise in risk mitigation, counseling and training regarding employment practices. She is experienced in representing employers through all phases of litigation before federal and state courts in connection with claims for violation of state and federal antidiscrimination and wage laws, misappropriation of trade secrets, and breach of noncompetition and nonsolicitation agreements.


  • Rutgers University (JD)
  • New York University (BA)


Executive Compensation

  • Represented the chief executive officer and other senior members of management of a data security firm in the negotiation and documentation of the shareholder, employment, and equity incentive agreements in connection with its purchase by a large private equity sponsor
  • Represented a mid-size private equity sponsor in the negotiation and documentation of the shareholder, employment, and equity incentive agreements with management in connection with its purchase of a medical device company.
  • Represented the chief executive officer and other senior members of management of a large health care provider in the negotiation and documentation of the shareholder, employment, and equity incentive agreements in connection with its purchase by a large private equity sponsor.
  • Represented the chief executive officer and other senior members of management of a large media technology company in the negotiation and documentation of the shareholder, employment and equity incentive agreements in connection with its purchase by a large private equity sponsor

Mergers & Acquisitions

  • Advised Dassault Systèmes regarding employment matters in its $425 million acquisition of IQMS, Inc.
  • Advised an Israeli technology company regarding cross-board executive compensation tax issues in its sale to a large American e-commerce company
  • Advised Brooks Automation regarding employment and executive compensation matters in its approximately $450 million purchase of genomics service provider Genewiz Group

Recognition & Awards

  • Chambers USA: New York (Up and Coming) - Employee Benefits & Executive Compensation (2016 – 2017)
  • Chambers USA: New York (Associate to Watch) - Employee Benefits & Executive Compensation (2015)
  • Included on the New York Super Lawyers: Rising Star - Employee Benefits List (2014)


  • Member, Board of Directors of Terraform ONE, Inc.

Recent Insights



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Conference Recordings: Mintz's Annual Employment Law Summit

March 12, 2021 | Webinar | By Michael Arnold, David Barmak, Jessica Catlow, Micha Mitch Danzig, Geri Haight, Andrew Matzkin, David Lagasse, O'Kelly E. McWilliams, III, Jennifer Rubin, Tyrone Thomas, Alexander Hecht, Danielle Bereznay, Jennifer Budoff, Delaney Busch, Corbin Carter, Emma Follansbee, Natalie C. Groot, Paul Huston, Brie Kluytenaar, Brendan Lowd, Audrey Nguyen, Nicole Rivers, Richard Block

Mintz’s Annual Employment Law Summit brought together thought leaders to discuss the most pressing issues employers are facing in today’s unprecedented work environment. Attendees heard presentations on the continued impact of COVID-19; social justice and diversity, equity and inclusion initiatives; recent and anticipated changes to employment laws; and best practices for managing sensitive employee situations.
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New York State Releases Reopening Guidance for Phase 2 Businesses

May 31, 2020 | Blog | By Corbin Carter, Michael Arnold, Jessica Catlow

New York State has issued industry-specific interim guidance for “Phase 2” businesses, which includes a number of “minimum requirements” certain businesses must meet before reopening their workplaces in light of COVID-19. The new Phase 2 guidance provides specific guidelines relating to office-based jobs (excluding medical offices); real estate services; select in-store retail; commercial building management; retail rental, repair and cleaning services; and vehicle sales, leases and rentals.  Importantly, this new guidance applies to “non-essential” businesses in these industries where regions are permitted to reopen, as well as “essential” businesses throughout the state that were previously permitted to remain open.  As various regions begin progressing through the reopening phases under the New York Forward initiative, businesses should become thoroughly familiar with these new obligations and begin taking steps toward achieving compliance.
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The Tax Bill creates a new Section 83(i) of the tax code, which allows certain employees of private companies to defer taxation on the exercise of certain stock options or the settlement of restricted stock units for up to 5 years.
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We have been following the high-publicity battle between Uber and Lyft, on the one hand, and the drivers on the other, over whether the drivers are properly classified as independent contractors.  Uber and Lyft argue they are mere technology companies facilitating the connections between drivers and would-be passengers.
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Section 162(m) of the Internal Revenue Code precludes the deduction by public companies for compensation paid to certain covered employees in excess of $1,000,000 in any taxable year. This limitation on deduction does not apply to performance-based compensation.
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The City of Philadelphia Enacts Paid Sick Leave Law

February 25, 2015 | Blog | By Jessica Catlow

Following a number of other localities, the City of Philadelphia has enacted the Promoting Healthy Families and Workplaces law requiring certain employers located in the city to provide employees with up to 40 hours of paid sick time in a calendar year. Here are the 15 things you should know about this law.
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Disruptive “technology” companies Uber and Lyft were back in court recently doing their best to ensure their business models are not upended by a ruling that their drivers should be classified as employees rather than independent contractors.
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Another Check on the EEOC Background Check Challenge

January 5, 2015 | Blog | By Jessica Catlow

We have written before about the EEOC’s increased focus on the potential disparate impact of employers’ use of background checks in screening applicants for employment, and of a recent federal appeals court decision that put up a significant road block in the EEOC’s efforts to prove disparate impact caused by credit checks as a screening tool.
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A recent decision from a Georgia federal district court concerning post-employment non-compete agreements reached two notable conclusions of which employers should take note
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Understanding the mandates of the Americans with Disabilities Act and similar state and local laws is easy: employers cannot discriminate against individuals with disabilities.
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News & Press

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Firm plays a key role in the largest health care acquisition to date in 2020.
Jessica Catlow, an Employment, Labor & Benefits Member, is featured in this Society for Human Resource Management article on recent legislation banning questions about salary history in job interviews and what it may mean for greater pay equality.
Firm’s National Healthcare Practice, NY Corporate/M&A and Litigation: General Commercial Among Newest Rankings
The 2015 Chambers USA: America's Leading Lawyers for Business guide names 52 Mintz, Cohn, Ferris, Glovsky and Popeo, P.C.  attorneys as “Leaders in Their Fields.”
Thirteen attorneys from Mintz have been named New York Super Lawyers for 2014 and eleven have been named New York Rising Stars. The list will be published in a special advertising supplement in The New York Times Magazine and in a stand-alone magazine, New York Super Lawyers - Metro Edition.


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