John Cannon is a partner in the Compensation, Governance & ERISA practice of Shearman & Sterling LLP.

He focuses on all aspects of compensation and benefits, including corporate, securities, bankruptcy, employment and tax laws and ERISA. He has extensive experience in executive compensation and corporate governance matters, Dodd-Frank and Sarbanes-Oxley, and the employee issues implicated in the mergers and acquisitions context. He also has experience in advising startup companies in the biotechnology sector regarding corporate and compensation matters.

• TPG Inc. in the compensation and governance aspects of its pending acquisition of Angelo Gordon
• Mubadala in its pending acquisition, with Fortress management, of a 90.01% equity interest in Fortress Investment Group from Softbank
• TPG Inc. on the executive compensation, equity incentive, and senior executive and founder retention matters and related governance and disclosure considerations in connection with its $1 billion initial public offering
• Microvast Holdings, Inc. on executive compensation, retention and succession matters, including in connection with its 2021 public listing pursuant to a de-SPAC transaction
• Worldwide Webb Acquisition in its initial public offering
• The Compensation Committee of Gogo Inc. (mobile telephony for business aviation) on executive compensation and governance matters)
• Intercontinental Exchange, Inc. in connection with its merger with Black Knight, Inc.
• Raytheon in its merger with United Technologies to form Raytheon Technologies
• The independent directors of Wells Fargo in connection with the investigation of sales practices in the bank’s retail business
• The management of USI Insurance Services in negotiating compensation arrangements with the acquirers of the company, Kohlberg Kravis Roberts & Co. L.P. and Caisse de dépôt et placement du Québec
• Sonic Corp. in its acquisition by Inspire Brands
• The Chief Executive Officer of Level 3 Communications in connection with the merger of Level 3 with CenturyLink and his subsequent elevation as CEO of CenturyLink
• American Axle in its acquisition of Metaldyne Performance Group
• B/E Aerospace in its merger with Rockwell Collins
• The review committee of the Board of Directors of JPMorgan Chase & Co. in connection with the “London Whale” matter
• The Board of Directors of Bunge Limited in connection with CEO succession
• Synthes in its merger with Johnson & Johnson
• Fenway Sports Group in various transactions, including the purchase and sale of the Florida Marlins and the acquisition of the Boston Red Sox, Roush Fenway Racing, the Pittsburgh Penguins and Liverpool Football Club
• Boston Scientific, Corning, Danone, Dycom, ICE (Intercontinental Exchange), Mubadala, Raytheon, Textron, Thomson Reuters and Paramount Global (f/k/a ViacomCBS), relating to the compensation and benefits aspects of acquisitions
• American Axle, B/E Aerospace, Citigroup, Dycom, Fenway Sports Group, TPG and others providing ongoing executive compensation and related corporate governance and securities disclosure advice
• Various individual executives in connection with the negotiation of employment and severance agreements

Administrative Responsibilities

• Co-Chair, U.S. Diversity Committee
• Former Hiring Partner

Professional Affiliations

• Member, The American Law Institute
• Adviser, American Law Institute’s Restatement of the Law, Corporate Governance project
• Inaugural Fellow, American College of Governance Counsel
• Chair, Advisory Committee, Salzburg Global Forum on Corporate Governance
• Member, New York City Bar Association
• Member, American Bar Association, Business Law Section
• Member, National Finance Industry Employment Lawyers’ Committee
• Frequent law school guest lecturer: Harvard Law School, New York University School of Law, University of Pennsylvania Law School, James E. Rogers College of Law-University of Arizona; and University of Colorado Law School.

Recent Publications

• “Just Say No: Why Directors Should Avoid Duties That Will Subject Them to ERISA,” Bloomberg BNA’s Corporate Law & Accountability Report, February 20, 2015
• “In re Trados: Directors Dodge a Bullet,” in Shearman & Sterling LLP Corporate Governance Newsletter, December 2013
• “Stock Options and Beyond” (with Mark Kessel), Nature Biotechnology 31

Speaking Engagements

• Frequent law school guest speaker: Harvard Law School, New York University School of Law, University of Pennsylvania Law School, James E. Rogers College of Law-University of Arizona and University of Colorado Law School
• Speaker at multiple professional conferences, including Practicing Law Institute, “Hot Issues in Executive Compensation” and “Seventeenth Annual Institute on Securities Regulation in Europe” (Legal Ethics Panel), and Equilar/NASDAQ, “Compensation Committee Forum”

Other Prior Experience

• Trustee, Saint David’s School
• Teacher, The Browning School (Political Philosophy, AP European History, American History, French)