Employee Benefits & Compensation
Privacy & Data Protection


David Thomas is a partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. For the last 19 years, Dave has provided legal and practical guidance on compensation and benefits issues to companies of all sizes, including their compensation committees and boards of directors.

Dave spends much of his time assisting high-growth companies with compensation and employee benefits issues affecting recruiting and retention, primarily including the design and administration of equity incentive plans and employment agreements. In addition, Dave advises clients on retirement and welfare benefit plan issues, including the data privacy issues present with such plans.

Dave has substantial experience with public offerings; having represented issuers in 15 successful initial public offerings—which raised an aggregate of $4.4 billion—since 2011 and underwriters in an additional nine during the same period. Some of the more recent of these IPOs include representation of the issuers in IPOs for GoDaddy, Box, and Twitter.

Dave also has significant experience assisting large and small employers with compensation and benefits issues that arise in mergers and acquisitions, advising on more than 500 transactions. Dave co-authored the executive compensation chapter of Employee Benefits in Mergers and Acquisitions, and he has co-authored executive compensation and welfare benefit plan chapters of previous editions. Dave's merger and acquisition practice includes experience in representing both buyers and sellers in large and small transactions, including cross-border and other complex transactions. He has included a focus on the unique issues involved in a private-equity-led purchase, including rollovers of sellers' equity and the issues that arise in the spinoff or carve-out of a division of a larger company to a purchaser that has no ongoing operations.

Dave has significant international experience pertaining to compensation and benefits matters. He regularly represents non-U.S. buyers and sellers in transactions involving U.S. employees, and U.S. buyers and sellers in transactions involving non-U.S. employees. As Asian, European, and Israeli companies seek to move to or expand their operations in the United States, Dave often counsels these companies regarding the employee and equity compensation aspects of these business changes.

In addition to these areas, Dave assists clients and friends of the firm proactively by serving as an important source of information on compensation and employee benefits law. Dave serves on the Advisory Board for the Certified Equity Professional Institute, the leading organization for the certification of stock plan professionals. He is regularly asked to speak and publish by leading professional groups, including the National Association of Stock Plan Professionals, the Global Equity Organization, and the Certified Equity Professional Institute.

Dave actively participates as a member of the Bay Area community through his service on the board of directors of the Wilson Sonsini Goodrich & Rosati Foundation. He has actively volunteered with the Arthritis Foundation, including co-chairing the Children and Teen Programs for the 2014 National Juvenile Arthritis Conference and chairing the 2012 San Francisco Arthritis Walk.

  • J.D., University of Virginia School of Law, 1996
    Recipient, Edwin S. Cohen Tax Scholarship
  • B.S., Economics and Political Science, James Madison University, 1993
    Summa Cum Laude
  • Recognized in the 2015 edition of Chambers USA: America's Leading Lawyers for Business, in which commentators praised his "transactional expertise" and took note of his "encyclopedic knowledge of tax and securities"
  • Named in the 2013, 2014, and 2015 editions of Northern California Super Lawyers
  • Co-author of executive compensation chapter of Employee Benefits in Mergers and Acquisitions (co-authored executive compensation and welfare benefit plan chapters of previous editions)
  • Co-author of "Equity Compensation in Mergers and Acquisitions: Things to Watch Out For" Journal of Pension Benefits, Autumn 2009
  • Co-author of "The Enron Litigation: Lots of Noise, Only a Little Substance . . . So Far", Journal of Pension Benefits, Winter 2004
  • Co-author of "Plan Fiduciary Responsibilities: Making Important Decisions After Enron", Employee Benefit Plan Review, August 2002
  • Speaker, "The IPO Journey: An Interactive Discussion," San Francisco, CA, June 2015
  • Speaker, "The Plan's the Thing!...with apologies to Shakespeare" Aspirations 2014: An Emerging Company Conference, Santa Clara, CA, November 2014 [Presentation focused on understanding and interpreting plan documents]
  • Speaker, "Navigating Executive Compensation Pre- and Post-IPO" San Francisco, CA, September 2014
  • Speaker, "Proxy and Executive Compensation Update" RR Donnelley SEC Hot Topics Institute, San Francisco Bay, CA, September 2014
  • Speaker, "Pulling Levers to Maximize Value in a Compensation Plan Design" 2014 Silicon Valley NASPP Conference, June 2014
  • Speaker, "Making Your Equity Grants More Effective: 25 Updates in 75 Minutes" 10th Annual Certified Equity Professional Institute Symposium, Santa Clara, CA, March 2014
  • More speaking engagements
  • Please see wsgr.com for a complete list of speaking engagements.
  • State Bar of California

Contact Information

650 Page Mill Road
Palo Alto, CA 94304
Phone | 650-849-3261
Fax | 650-493-6811

Email | David Thomasdthomas@wsgr.com

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