Mark S. Miller

Norton Rose Fulbright US LLP

United States
T:+1 713 651 5617
New York
United States
T:+1 212 318 3210
United States
T:+1 713 651 5617
New York
United States
T:+1 212 318 3210
Mark S. Miller

Mark S. Miller



Partner Mark Miller has significant experience in designing all forms of qualified retirement plans and executive compensation arrangements, as well as litigating issues involving these types of plans. 

Executive Compensation. Mark is engaged by Compensation Committees directly as well as works with Compensation Committees from the company perspective. Mark understands the many issues faced by Compensation Committees, including issues surrounding ISS and Glass Lewis, Say on Pay and proxy disclosure issues. Mark has conducted RFPs for compensation consultants and regularly attends Compensation Committee meetings. 

Retirement Plans, Health and Welfare Plans. Mark works on hundreds of defined benefit and defined contribution plans, including 401(k), profit sharing, 457(b), 457(f), ESOPs, money purchase pension, nonqualified deferred compensation, stock bonus and 403(b) plans; design and redesign of defined benefit plans and defined contribution plans; merger of retirement plans; operational compliance advice; and all forms of executive compensation and health and welfare plans. He is experienced in resolving various plan operational issues under the IRS Resolution Program, the Closing Agreement Program and the DOL compliance program. He also has significant experience working with various types of government plans and church plans. He also acts as special counsel to compensation committees.  Mark has represented more than 100 companies in their retirement plans, health and welfare plans and executive compensation programs.

ERISA Litigation. Mark is co-head of the ERISA Litigation Practice Group. This practice group handles all types of ERISA litigation, including IRS audits, DOL investigations, claims for benefits and claims for breach of fiduciary duty by plan sponsors, plan administrative committees and plan trustees. Mark has recently been involved in ERISA litigation matters involving retiree medical plans, obligations of an employer under a deferred compensation arrangement, claims for pension, health and welfare benefits, obligations of fiduciaries under a 401(k) plan involving employer securities and what constitutes an ERISA plan.

Professional experience

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LL.M, New York University School of Law, 1987
JD, University of Notre Dame Law School, 1986
Washington State University, 1983

Mark was admitted to practice law in 1986 in Washington State and in 1987 in Texas. 

  • Texas State Bar

Representations include:

  • An employer who was challenged on its ability to charge retirees for medical premiums; arbitration ruled in favor of the employer
  • An employer in a former employee's challenge of his pension benefit calculation; case resolved favorably to the employer
  • An employer in litigation over a claim for deferred compensation benefits; potential exposure was in excess of $100 million; summary judgment was granted for the employer
  • An employer in litigation over former employee's employment contract that provided deferred compensation benefits; case resolved favorably to the employer
  • A bank trust company in a section 401(k) employer stock drop case
  • Various employers in DOL investigations of pension benefit issues, 401(k) administrative issues, COBRA issues, HIPAA issues and welfare plan compliance
  • A director in a section 401(k) employer stock drop case; court granted director's motion to dismiss
  • Lawyer of the Year, Houston: Employee Benefits (ERISA) law, Best Lawyers, 2013
  • Lawyer of the Year, Houston: Litigation - ERISA, Best Lawyers, 2012, 2015
  • The Best Lawyers in America, Best Lawyers, 1999 - 2021
  • Best Lawyers - Employee Benefits (ERISA) Law, Best Lawyers, 2022 - 2024
  • Best Lawyers - Litigation – ERISA, Best Lawyers, 2022 - 2024
  • Texas Super Lawyer, Employee Benefits, Thomson Reuters, 2003 - 2004, 2007 - 2016
  • Texas Top Rated Lawyer, LexisNexis Martindale-Hubbell, 2012 - 2014
  • One of the Best Lawyers in Houston for Employee Benefits, Inside Houston, 2002
  • "New Nonqualified Deferred Compensation Laws," Fulbright & Jaworski memorandum, February 1, 2005
  • Co-author, "FASB Mandates Stock Option Expensing," Fulbright & Jaworski Client Alert, December 15, 2004

Mark is a frequent speaker on ERISA topics such as IRS audits, DOL investigations, ERISA claim procedures and ERISA litigation matters. Some of his more notable speeches are:

  • "Envisioning, Establishing, and Promoting the Workplace of the Future," Houston Bar Association Lunch 'n' Learn (Joint Presentation with Geoff Gannaway of Beck Redden LLP), Houston, Texas, October 3, 2019
  • "Adult Time Out: How to Re-Establish Your Legal Career," Houston Bar Association Seminar, Houston, Texas, March 1, 2019
  • The Latest Word on the Use of Independent Contractors: Tax, ERISA, and Labor and Employment Law Issues, Houston, May 2010
  • ERISA Governance Issues, Houston, March 2010
  • Benefits 101: An Overview of ERISA Issues Facing Employers Today, Austin, May 2009
  • "New Deferred Compensation Rules: Review of Just Issued IRS Guidance," Fulbright & Jaworski teleconference, December 22, 2004
  • "Advising Clients in Today's Environment," Southwest Benefits Association, Dallas, November 2004
  • "IRS Plan Administration Skills," Southwest Benefits Association, Houston, February 2003
  • "ERISA: Are You Playing by the Rules?" Fulbright & Jaworski seminar, Houston, February 2002 
  • American Bar Association
  • State Bar of Texas
  • Houston Bar Association
  • Washington State Bar Association
  • Mt. Carmel High School Assistant Basketball Coach (2004)