Overview

John D. Martini serves as the Executive Partner of the firm's Philadelphia office. Mr. Martini focuses his practice on executive compensation, corporate governance and employee benefits. 

Executive Compensation and Employee Benefits. Mr. Martini frequently represents public companies, private equity firms and management teams in connection with all phases of the employment relationship. He assists employers and executives in assessing the market value and market terms of management compensation arrangements, while ensuring that those arrangements are delivered under a beneficial tax structure. He also handles high-profile investigations, complex pay equity and disparate impact matters, as well as administrative-related employee benefits matters.

Corporate Governance. Mr. Martini also has been at the forefront of advising both management and board members with regard to meeting evolving shareholder and stakeholder expectations for Environmental, Social and Governance (ESG) compliance. Mr. Martini's experience in this area extends to proxy advisory services (including ISS and MSCI) ESG criteria, institutional shareholder standards and various uniform disclosure standards, including Task Force on Climate-Related Financial Disclosures (TFCD) and Sustainability Accounting Standards Board voluntary disclosures (SASB). 

Industry and Geographic Focus. Mr. Martini is well-versed in matters related to the financial services, life sciences, energy, manufacturing and retail industries and across a range of geographical jurisdictions throughout the United States, Puerto Rico, Latin America, Europe and China.

Experience

  • Provided counsel to Aetna on benefits and compensation matters in connection to its proposed sale to CVS, valued at $69 billion
  • Provided Environmental, Social and Governance (ESG)-related guidance to the board of directors of a major pharmaceutical manufacturer
  • Handled all the executive compensation and employee benefits work in connection to the $67 billion merger of Express Scripts and Cigna; continue to provide ongoing support in these areas
  • Provided counsel to Allergan on executive compensation, health and welfare benefits and qualified plans in connection to its $63 billion merger with AbbVie
  • Provided benefits and compensation advice to Cascadian Therapeutics' internal team in connection to its sale to Seattle Genetics, including the creation of new plans, participant communication and a new governance structure
  • Handled all of the employee benefits and executive compensation work in the acquisition of C. R. Bard by U.S. medical equipment supplier Becton Dickinson
  • Represented the incoming COO of a public life sciences company in a heavily negotiated complex employment agreement involving various forms of equity and incentive compensation
  • Represented a CEO with his new-hire employment agreement with the Swedish parent company of a medical technology company; assisted with complex multijurisdictional tax structuring relating to CEO's employment agreement
  • Provided legal advice for all executive employment agreements for a going-private transaction for a global life sciences company
  • Drafted executive employment agreements for a major healthcare provider
  • Represented senior management in contract negotiations relating to a change-in-control scenario for a global life sciences company; represented second-tier management in post-change-in-control negotiations

  • Represented the management team of a large oil and gas fracking company in connection with a $2 billion acquisition by Blackstone LLC
  • Represented the management team in connection with a $1 billion acquisition of an energy company
  • Provided compensation-related counsel to the energy division of a global private equity firm and its portfolio companies

  • Represented a global bank in reorganizing its governance structure; partnered with the in-house legal team and regional Federal Reserve to establish and adopt appropriate board charters, compensation packages and related policies that would meet the Fed's strict requirements; advised on infrastructure necessary to have a fully functioning executive management team that operates independently from the parent company's management team
  • Represented several financial institutions of various sizes in connection with ESG compliance
  • Provided counsel to Enterprise on all executive compensation, employee benefits, health and welfare benefits, and ESOP fiduciary in connection to the acquisition of Trinity Capital Corp. and its Los Alamos National Bank in New Mexico
  • Represented the management of Alliant Holdings, an insurance brokerage company, in connection with the $2.2 billion acquisition of Alliant Holdings by an affiliate of KKR
  • Represented the management of HUB International, an insurance brokerage company, in connection with the $4.4 billion acquisition of HUB International by an affiliate of Heller & Friedman
  • Drafted employment agreements, equity grants and related public filings in connection with corporate transactions, including mergers, acquisitions and initial public offerings, for a leading global private equity firm

  • Represented the incoming CEO of Cobham, a leading global technology and services innovator company
  • Represented Tyco in all merger-related executive compensation and employee benefits matters in connection with the $3.9 billion merger between Tyco and Johnson Controls, including severance arrangements, 409A concerns, shareholder governance issues, PBGC negotiations and the approval of a new equity compensation plan
  • Represented the management team of ADT in a $12 billion going-private acquisition by Apollo Global Management LLC

Credentials

Education
  • Villanova University Charles Widger School of Law, J.D.
  • Grove City College, B.S.
Bar Admissions/Licenses
  • Pennsylvania
Memberships
  • Villanova Law Review, Associate Editor
Honors & Awards
  • The Business Journals', 2019 Influencers: Law
  • Chambers USA – America's Leading Business Lawyers guide, Labor & Employment: Employee Benefits & Compensation, 2012-2019

Publications

Speaking Engagements

News