DAVID S. THOMAS
Employee Benefits and Compensation
David Thomas is a partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. For more than 20 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 has been selected for inclusion multiple times in Northern California Super Lawyers, and he was recognized in the 2015, 2016, 2017, and 2018 editions of Chambers USA: America's Leading Lawyers for Business, in which commentators praised his "transactional expertise" and noted his "encyclopedic knowledge of tax and securities." His philosophy is that each compensation or benefits issue must be viewed through a multifaceted lens that takes into account all key constituents. WSGR compensation and benefits lawyers pride themselves on considering the whole picture when giving advice, rather than just answering the question, "What legal action is needed to do X?" Dave places a high priority on his ability to deliver advice and draft documents in "plain English" so they can be easily digested: by technical tax and securities lawyers (because the advice and documents are technically accurate and complete), by in-house lawyers who are not tax or compensation specialists (because they are very clear), and by non-lawyers (HR and compensation professionals and the employees who the documents are intended to motivate).
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 20 successful initial public offerings—which raised an aggregate of $5.2 billion—since 2011 and underwriters in an additional 15 during the same period. Some of the more notable of these IPOs include representation of the issuers in IPOs for BlackLine, GoDaddy, Box, Square, 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 selling shareholder and executive 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. This M&A experience gives Dave the ability to identify how potential buyers may view actions contemplated by his clients and focus the discussions to minimize the debate about interpretation at the time of a future deal.
Dave 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. For the last five years, Dave has been asked to serve as the only attorney focused on U.S. issues on the Advisory Board of the Certified Equity Professional Institute (a leading group for certification, research, and continuing education for professionals in the equity compensation industry). 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.EDUCATION:
- 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, 2016, 2017, and 2018 editions 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 2013-2017 editions of Northern California Super Lawyers
- Advisory Board Member, Certified Equity Professional Institute
- Member, National Association of Stock Plan Professionals
- Co-author with J. Aguirre and L. Stimmell, "Pay Ratio Disclosure: How to Tackle the SEC Rule," Corporate Secretary, December 29, 2017
- 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
- "Advil Alert—How to Address Complex Share Plan Issues," 13th Annual Certified Equity Professional Institute Symposium, Santa Clara, CA, March 2017
- "CEO Pay Ratio and More!" National Association of Stock Plan Professionals San Francisco Chapter, February 2017
- "Proxy Statement Interactive: Corporate Governance Communications Strategies for Shareholder Engagement," Donnelley Financial Solutions, San Francisco Bay, CA, November 2016
- "Hot Topics: 50 Practical Nuggets in 60 Minutes," 2016 Annual Proxy Disclosure Conference & Say-on-Pay Workshop, Houston, TX, October 2016
- "Clawbacks: Post-Panel Commentary," 2016 Annual Proxy Disclosure Conference & Say-on-Pay Workshop, Houston, TX, October 2016
- "Extreme Makeover: Putting a New Face on Board and Compensation Committee Communication," Fidelity Stock Plan Services Client Conference, Half Moon Bay, CA, May 2016
- "Life in the Day of Stock Administration: Death, Divorce, and Disability," 12th Annual Certified Equity Professional Institute Symposium, Santa Clara, California, March 2016
- "Dodd-Frank 5 Years On—The Adventure Continues," National Association of Stock Plan Professionals Webcast, January 2016
- "Proxy Statement Interactive: Corporate Governance Communications Strategies for Shareholder Engagement," RR Donnelley, San Francisco Bay, CA, November 2015
- "Choose Your Own Equity Adventure!" 2015 National Association of Stock Plan Professionals Annual Conference, San Diego, CA, October 2015 [Audience-directed presentation covering a broad variety of current topics]
- "Proposed Clawback Rules: How to Prepare for Implementation for Public and Private Companies," San Francisco, CA, August 2015
- "The IPO Journey: An Interactive Discussion," San Francisco, CA, June 2015
- "What Shareholders Want to Approve, When You Want Shareholders to Approve Your Equity Plan," 11th Annual Certified Equity Professional Institute Symposium, Santa Clara, CA, March 2015
- "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]
- "Navigating Executive Compensation Pre- and Post-IPO," San Francisco, CA, September 2014
- "Proxy and Executive Compensation Update," RR Donnelley SEC Hot Topics Institute, San Francisco Bay, CA, September 2014
- "Pulling Levers to Maximize Value in a Compensation Plan Design," 2014 Silicon Valley NASPP Conference, June 2014
- "Making Your Equity Grants More Effective: 25 Updates in 75 Minutes," 10th Annual Certified Equity Professional Institute Symposium, Santa Clara, CA, March 2014
- Please see wsgr.com for a complete list of speaking engagements.
- State Bar of California