Overview

John D. Martini serves as the Executive Partner of the firm's Philadelphia office and as the co-practice group leader of the Tax, Executive Compensation and Benefits Practice. Mr. Martini focuses his practice on executive compensation, corporate governance and employee benefits.

Corporate Governance. Mr. Martini 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). 

Executive Compensation and 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.

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.

Representative Experience

Financial Services and Insurance

  • Counseled and advised general counsel's office of a super-regional bank regarding the introduction of Environmental, Social and Governance (ESG) as a component of compensation and risk management policy; also provided counsel regarding the implementation of ESG strategy primarily for the purpose of satisfying institutional shareholder, proxy advisory and activist shareholder priorities
  • Provided counsel to a multinational investment company board regarding the imposition of ESG investment requirements, compensation-related ESG standards, and anticipated U.S. Securities and Exchange Commission (SEC) and U.S. Department of Labor (DOL) climate-related disclosure under the Biden Administration
  • Counseled Global Legal Operations Group of a global financial institution regarding the implementation of ESG disclosure and the SEC's climate-related disclosure priorities; provided advice regarding updating risk management policies to improve ESG disclosure
  • Provided ESG and climate disclosure advice to Office of Sustainability and general counsel's office of an insurance and investment management company regarding establishment of ESG action plan and ongoing ESG disclosure
  • Provided ESG framework advice to the chief compliance officer and Office of Sustainability of global investment firm relating to the interpretation of ESG-related disclosure for the purpose of establishing voting and investment guidelines
  • Drafted and designed all 2021 ESG disclosure (including special ESG 8-K and corporate website materials) for a regional financial institution; designed ESG implementation action plan to maximize proxy advisory scoring and ensure to compliance with top-five institutional shareholder ESG voting and investing standards; counseled client regarding updating compensation and risk management policies to improve ESG disclosure
  • Drafted and designed all 2021 ESG disclosure for a financial holding company (including special ESG 8-K and corporate website materials)
  • Counseled general counsel office of a community bank on ESG-related disclosure and provided advice regarding activist shareholder priorities
  • Drafted and designed all 2021 ESG disclosure (including special ESG 8-K and corporate website materials) for an insurance company, for the dual purpose of improving proxy advisory scoring and demonstrating a strong ESG commitment to the millennial workforce

Healthcare and Life Sciences

  • Prepared ESG action plan, 2021 ESG disclosures and advised on establishment of greenhouse gas (GHG) admission baseline calculations for a global medical device company
  • Prepared ESG action plan, 2021 ESG disclosures and advised on establishment of GHG admission baseline calculations for a global commercial-stage biopharmaceutical company

Manufacturing

  • Provided counsel to corporate secretary and Office of Sustainability of a multinational chemical manufacturing corporation regarding preparation for anticipated SEC climate-related disclosure, which included establishment of baselines for disclosure
  • Provided counsel to general counsel regarding implementation of ESG action plan for a global automotive manufacturing company

Technology

  • Provided counsel to corporate secretary and Office of Sustainability of a multinational information technology company on climate-related disclosure process and SEC climate disclosure rulemaking process
  • Revised governance structure to accommodate ESG action plan for a global provider of technology-enabled asset protection solutions

Additional Industries

  • Provided counsel to a proxy advisory firm regarding anticipated SEC and DOL climate-related disclosure under the Biden Administration
  • Provided counsel to a national building contractor regarding its 2021 ESG disclosures – the company's inaugural report

Healthcare and Life Sciences

  • 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

Energy and Infrastructure

  • 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

Financial Services and Insurance

  • 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

Technology

  • 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 Legal 500 USA, Employee Benefits, Executive Compensation and Retirement Plans: Transactional, 2020, 2021
  • The Business Journals', 2019 Influencers: Law
  • Chambers USA – America's Leading Business Lawyers guide, Labor & Employment: Employee Benefits & Compensation, 2012-2021

Publications

Speaking Engagements

News