Meta Director Kimmitt’s WilmerHale Was Paid for Company Work

Meta Platforms Inc. said board member Robert Kimmitt’s law firm Wilmer Cutler Pickering Hale and Dorr did as much as tens of millions of dollars in legal work for the technology conglomerate last year.

The firm provided legal services “amounting to less than 5% of WilmerHale’s total revenue in 2021,” Meta said in its annual proxy statement. The firm had nearly $1.3 billion in 2021 gross revenue, based on The American Lawyer’s reporting, so 5% would be roughly $65 million.

Kimmitt, the former U.S. ambassador to Germany and former deputy Treasury secretary, personally did no legal work for Meta since he was named a lead independent director in early 2020, the company said in the proxy this month.

WilmerHale’s ties to Facebook’s parent predate Kimmitt’s board position. The firm is advising Meta in antitrust litigation related to an advertising agreement that the Mark Zuckerberg-led social media company has with Alphabet Inc.’s Google.

Public companies with a director who is a member of a law firm must disclose certain payments if the company retained the firm during the last fiscal year or is proposing to hire it, said John Coffee Jr., a professor and corporate governance expert at Columbia Law School in New York.

Coffee said securities law provides some disclosure-related exclusions, including if such payments by a reporting public company don’t exceed the 5% threshold of an outside firm’s gross revenue.

A spokeswoman for Menlo Park, Calif.-based Meta declined to discuss the matter. Spokespersons at Washington-based WilmerHale didn’t respond to a request for comment, nor did Kimmitt.

`Walled Off’

Kimmitt owns Meta stock valued at roughly $745,000, according to Bloomberg data. Meta’s proxy shows that he received more than $670,000 last year in total compensation, with nearly $400,000 of that sum in stock awards.

Kimmitt didn’t receive any compensation from WilmerHale generated by Meta’s unspecified payments to the firm, according to the proxy. The company took steps to ensure that Kimmitt remains “walled off from any legal representation” by WilmerHale.

“Meta’s professional engagement of WilmerHale does not interfere with Ambassador Kimmitt’s exercise of independent judgment in carrying out his responsibilities as a director,” the company said in its proxy.

Kimmitt “only provided de minimis legal services” to Meta in the three years prior to his appointment to the board, the Facebook parent said.

Kimmitt has the title of senior international counsel for WilmerHale, though he is not an equity partner at the firm. He is co-chair of WilmerHale’s crisis management and strategic response group, a role that over the years has seen him advise a variety of prominent clients.

He initially joined a WilmerHale predecessor as a partner in 1997 after working as a managing director at now-defunct Lehman Brothers. He served as general counsel at Treasury during the Reagan administration and was the department’s deputy secretary during the 2008 financial crisis.

Kimmitt returned to WilmerHale the following year in his current counsel role.

Meta-Wilmer Connection

Meta’s law department is sprinkled with WilmerHale alums, including former counsel Madison Walsh, who came aboard in January as a lead regulatory counsel.

Meta, then known as Facebook, reportedly turned to WilmerHale partner William McLucas more than a decade ago to handle a Securities and Exchange Commission inquiry into company shares traded on private secondary exchanges.

William Lee, an intellectual property litigator and former co-managing partner of WilmerHale, represented Facebook in a patent dispute with Yahoo Inc. that was settled in July 2012, two months after Facebook’s $16 billion initial public offering.

Meta’s chief legal officer is Jennifer Newstead, a former Davis Polk & Wardwell partner hired by the company in 2019. Newstead’s Meta shares are valued at $2.5 million, per Bloomberg data.

While she wasn’t one of Meta’s top five paid executives last year, Newstead has sold off $4.8 million in company stock since early 2021, according to securities filings.

Gorelick Role

Kimmitt is not the only WilmerHale partner to hold a Big Tech board role.

Jamie Gorelick, who along with Kimmitt co-chairs WilmerHale’s crisis management and strategic response group, has since 2012 been a board member at Amazon.com Inc. The e-commerce giant’s most recent proxy doesn’t disclose any relationship between the company and WilmerHale.

Gorelick, who also chairs WilmerHale’s regulatory and government affairs department, has Amazon stock holdings valued at more than $16.6 million, according to Bloomberg data.