John Kleinjan

John Kleinjan is an executive compensation and employee benefits lawyer who advises public and private companies, private equity sponsors, boards of directors, and senior executives on complex compensation matters in connection with mergers and acquisitions, initial public offerings, and other strategic corporate transactions. His practice focuses on the tax, securities, accounting, and corporate governance aspects of executive compensation and employee benefits, with particular depth in transaction-related arrangements, including equity incentives, rollover equity, and change-in-control compensation.

John works closely with clients on the compensation and benefits issues that can shape—or complicate—their most important transactions. He advises on the executive compensation and employee benefits aspects of public and private M&A deals, helping buyers, sellers, and management teams align incentives, identify potential liabilities, and implement compensation structures that support successful closings and post-transaction integration.

A significant part of John’s practice involves structuring and negotiating transaction-related arrangements, including rollover equity, management incentive plans, retention and severance programs, and change-in-control protections. He works with deal teams and executives to translate business objectives into practical, tax-efficient compensation solutions that withstand scrutiny from investors, boards, and regulators.

John also counsels clients on Section 280G and “golden parachute” issues, providing practical guidance on mitigation strategies and, where appropriate, navigating the shareholder approval (cleansing vote) process. His approach emphasizes identifying issues early and helping clients maintain flexibility while managing risk.

In addition to transaction work, John advises companies and senior executives on the design and negotiation of employment agreements, equity incentive plans, deferred compensation arrangements, and separation packages. He is frequently engaged to handle sensitive negotiations and develop compensation frameworks that are aligned with market practice and tailored to clients’ business objectives.