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Yana S. Johnson
Partner
Overview
Yana Johnson utilizes her significant technical fluency to do more than just advise on executive compensation — she brings clarity and confidence to moments that matter most. For more than 25 years, clients have turned to Yana for pragmatic, business-minded counsel on the complex intersection of compensation, employment, tax, governance, and securities compliance. Clients trust her for her ability to make high-stakes decisions feel manageable and actionable.
A nationally recognized authority in executive compensation and employee benefits, Yana serves as a strategic partner to compensation committees, senior executives, and in-house teams navigating today’s evolving regulatory and shareholder landscape. She leads with a practical approach, helping clients balance compliance, stakeholder expectations, and business objectives across the full life cycle of their organizations — from early-stage companies to seasoned public issuers, with a particular background in assisting the firm’s public company clients.
Yana has extensive experience working in the technology, health care and life sciences, financial services, manufacturing, entertainment, energy, and construction industries. Her experience in quickly evolving industries allows her to tailor compensation strategies to highly competitive and regulated environments. She brings a calm, solutions-oriented approach that helps clients navigate complexity with confidence and move forward decisively.
“She is extremely knowledgeable and can make complex issues practical.”CHAMBERS USA (CLIENT QUOTE)
Executive Compensation
Yana leads the firm’s executive compensation practice. She advises public companies, management, boards, and compensation committees on matters including executive compensation disclosures, institutional stockholder and proxy advisory firm considerations, stock exchange listing requirements, equity plan proposals, Section 409A compliance, and corporate governance.
Yana has significant experience in helping clients in all stages of growth to design equity-based plans and awards, long-term incentive compensation, change in control arrangements, and nonqualified deferred compensation plans. Yana also negotiates complex employment and compensation arrangements on behalf of employers and senior executives.
Representative Experience
- Represented management team in negotiating employment agreements and equity compensation in the entertainment industry.
- Drafted change in control and severance agreements for AI company.
- Advised public company in the beverage industry on multiple executive transitions including employment agreements and structuring equity compensation and severance.
- Obtained positive say-on-pay results for companies with unusual compensation structures.
- Obtained shareholder approval of an unusually dilutive equity compensation plan for public company in the sports equipment industry.
“Yana brings solid experience, knowledge and great service to our team.”CHAMBERS USA (CLIENT QUOTE)
Business Transactions
Yana guides clients through equity compensation issues that arise in complex business transactions, including de-SPACs, spin-offs and IPOs.
Representative Experience
- Represented clean energy company in connection with equity compensation and incentive plan matters arising from its public-company transition via a cross-border de-SPAC.
- Represented the compensation committee of a publicly traded technology company in structuring incentives for spin-off.
- Represented medical technology company in its initial public offering.
Employee Benefits
Yana regularly advises clients on issues related to broad-based compensation arrangements that are tax-qualified or governed by ERISA, including 401(k), pension, health, welfare, fringe benefit, and severance plans.
Personal Interests
In her spare time, Yana enjoys hiking and crafting (and imbibing) unique cocktails.
“Yana was wonderful to work with; very knowledgeable and timely.”CHAMBERS USA (CLIENT QUOTE)
Credentials
Bar Admissions
California
Court Admissions
U.S. Court of Appeals for the Ninth Circuit
U.S. District Court for the Eastern District of California
U.S. District Court for the Northern District of California
U.S. District Court for the Southern District of California
Education
University of California, Hastings College of the Law
J.D. magna cum laude, Hastings Law Journal (articles editor) (1999)
University of California, Santa Cruz
B.A. in Economics (1995)
Insights & Events
Insights
News
Other Perspectives
- SEC Clawback: Stock Exchange Listing Requirements and Preparing for Compliance
Republished in The Corporate Governance Advisor, November/December 2023, Vol. 31, No. 6
Leadership & Community
Professional Associations
- Western Pension and Benefits Council, San Francisco Chapter, Program Committee Co-Chair (2020-21)
- Jewish Bar Association of San Francisco, Member (2018-present)
- Bay Area Lawyers for Individual Freedom (LGBTQI bar association) (1998-present)
Honors
- Chambers USA — California: San Francisco, Silicon Valley & Surrounds, Employee Benefits & Executive Compensation, 2023-26
- Best Lawyers® — Employee Benefits (ERISA) Law, 2022-27; Employment Law – Management, 2027
- Legal 500 USA Recognized Attorney — Employee Benefits & Executive Compensation, 2019-20
No aspect of these recognitions has been approved by the highest court of any state.