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David S. Thomas
Partner
Employee Benefits and Compensation
Palo Alto

D650-849-3261

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  • Broad Transactional and Non-Transactional Practice

    Dave has advised on some of the firm's most significant IPOs and M&A transactions on the compensation and benefits issues that shape each deal. He counsels public and private companies, their management teams, boards, and special committees on the tax, securities, governance, and administrative dimensions of every form of compensation arrangement.

  • A Recognized Practitioner

    Dave has advised on some of the firm's most significant IPOs and M&A transactions on the compensation and benefits issues that shape each deal. He counsels public and private companies, their management teams, boards, and special committees on the tax, securities, governance, and administrative dimensions of every form of compensation arrangement.

  • Thought Leadership

    As an advisory board member of the Silicon Valley Directors’ Exchange, a member of the editorial advisory board of Insights: The Corporate and Securities Advisor, and a former advisory board member of the Certified Equity Professional Institute for more than 10 years, Dave is regularly invited to speak and publish by leading professional organizations.

David Thomas is the senior partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. For more than 30 years, Dave has provided legal and practical guidance on compensation and benefits issues to private and public companies of all sizes, including their compensation committees, boards of directors, and board special committees. His concentrated focus over recent years on the governance and disclosure implications of public company executive compensation gives him a depth of experience in reshaping compensation programs and related disclosure to address “Say on Pay” challenges and forestall activist pressure.

Much of Dave's practice centers on helping high-growth companies compete for talent through the design and administration of equity incentive plans and employment arrangements. He has represented issuers in 34 successful initial public offerings—which raised an aggregate of more than $10.6 billion—since 2010, and underwriters in an additional 26 during the same period. The more notable include Palantir in its direct listing and the issuers in the IPOs of AppLovin Corporation, JFrog, Forescout Technologies, BlackLine, GoDaddy, Box, Square, and Twitter.

Dave also brings significant experience to the compensation and benefits issues that arise in mergers and acquisitions, having advised on more than 500 transactions. He represents both buyers and sellers in transactions large and small—including cross-border deals and private equity transactions on both the buy- and sell-side—and has developed particular focus on the issues unique to private-equity-led purchases, including rollovers of selling shareholder and executive equity and the challenges of spinning off or carving out a division to a purchaser with no ongoing operations. Dave’s command of how a counterparty will later view today's decisions lets him shape arrangements that minimize interpretive disputes when a future deal arrives. 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, and counsels Asian, European, and Israeli companies on the employee and equity compensation aspects of moving to or expanding in the United States.

Dave has been inducted as a Fellow of the American College of Employee Benefits Counsel, a national distinction for employee benefits lawyers who have made demonstrably substantive contributions to the field of employee benefits over their career. He was also selected as a member of the inaugural class of National Association of Stock Plan Professionals (NASPP) Distinguished Equity Fellows, which recognizes accomplished professionals who have made major contributions to the NASPP and the equity compensation community through exemplary volunteer service, leadership, or other extraordinary career achievements, and he has been recognized in multiple editions of Chambers USA: America's Leading Lawyers for Business, where commentators have praised his responsiveness and, more importantly to Dave, his "fantastic subject matter expertise and a practical and strong ability to translate complicated matters in an understandable way.“ Most recently, Dave was selected by RealTransparentDisclosure.com as one of its first 50 Transparency Advocates.

Recognized in the practitioner community for his thought leadership, Dave serves as an advisory board member of the Silicon Valley Directors’ Exchange, a member of the editorial advisory board of Insights: The Corporate and Securities Advisor, and is regularly asked to speak and publish by leading professional organizations including The Corporate Governance Advisor, the Journal of Pension Benefits, the National Association of Stock Plan Professionals, the Certified Equity Professional Institute, and the Global Equity Organization. Previously, Dave served for more than 10 years on the Advisory Board of the Certified Equity Professional Institute.

His philosophy is that each compensation or benefits issue must be viewed through a multifaceted lens that takes into account the interests of all key constituents. Wilson Sonsini 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 prioritizes delivering advice and drafting 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), in-house lawyers who are not tax or compensation specialists (because they are very clear), and non-lawyers (HR and compensation professionals and the employees whom the documents are intended to motivate).

Experience

David Thomas is the senior partner in Wilson Sonsini Goodrich & Rosati's compensation and benefits practice. For more than 30 years, Dave has provided legal and practical guidance on compensation and benefits issues to private and public companies of all sizes, including their compensation committees, boards of directors, and board special committees. His concentrated focus over recent years on the governance and disclosure implications of public company executive compensation gives him a depth of experience in reshaping compensation programs and related disclosure to address “Say on Pay” challenges and forestall activist pressure.

Much of Dave's practice centers on helping high-growth companies compete for talent through the design and administration of equity incentive plans and employment arrangements. He has represented issuers in 34 successful initial public offerings—which raised an aggregate of more than $10.6 billion—since 2010, and underwriters in an additional 26 during the same period. The more notable include Palantir in its direct listing and the issuers in the IPOs of AppLovin Corporation, JFrog, Forescout Technologies, BlackLine, GoDaddy, Box, Square, and Twitter.

Dave also brings significant experience to the compensation and benefits issues that arise in mergers and acquisitions, having advised on more than 500 transactions. He represents both buyers and sellers in transactions large and small—including cross-border deals and private equity transactions on both the buy- and sell-side—and has developed particular focus on the issues unique to private-equity-led purchases, including rollovers of selling shareholder and executive equity and the challenges of spinning off or carving out a division to a purchaser with no ongoing operations. Dave’s command of how a counterparty will later view today's decisions lets him shape arrangements that minimize interpretive disputes when a future deal arrives. 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, and counsels Asian, European, and Israeli companies on the employee and equity compensation aspects of moving to or expanding in the United States.

Dave has been inducted as a Fellow of the American College of Employee Benefits Counsel, a national distinction for employee benefits lawyers who have made demonstrably substantive contributions to the field of employee benefits over their career. He was also selected as a member of the inaugural class of National Association of Stock Plan Professionals (NASPP) Distinguished Equity Fellows, which recognizes accomplished professionals who have made major contributions to the NASPP and the equity compensation community through exemplary volunteer service, leadership, or other extraordinary career achievements, and he has been recognized in multiple editions of Chambers USA: America's Leading Lawyers for Business, where commentators have praised his responsiveness and, more importantly to Dave, his "fantastic subject matter expertise and a practical and strong ability to translate complicated matters in an understandable way.“ Most recently, Dave was selected by RealTransparentDisclosure.com as one of its first 50 Transparency Advocates.

Recognized in the practitioner community for his thought leadership, Dave serves as an advisory board member of the Silicon Valley Directors’ Exchange, a member of the editorial advisory board of Insights: The Corporate and Securities Advisor, and is regularly asked to speak and publish by leading professional organizations including The Corporate Governance Advisor, the Journal of Pension Benefits, the National Association of Stock Plan Professionals, the Certified Equity Professional Institute, and the Global Equity Organization. Previously, Dave served for more than 10 years on the Advisory Board of the Certified Equity Professional Institute.

His philosophy is that each compensation or benefits issue must be viewed through a multifaceted lens that takes into account the interests of all key constituents. Wilson Sonsini 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 prioritizes delivering advice and drafting 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), in-house lawyers who are not tax or compensation specialists (because they are very clear), and non-lawyers (HR and compensation professionals and the employees whom the documents are intended to motivate).

Focus Areas
Recent Insights
Client Highlights
Wilson Sonsini Advises Kiavi on $717 Million Acquisition by Figure
On June 10, 2026, Figure Technology Solutions (Figure), the blockchain-native capital marketplace for the origination, funding, sale, and trading of tokenized assets, announced a definitive agreement to acquire Kiavi, an AI-powered lending platform for residential real estate investors. The transaction includes the purchase of Kiavi’s balance sheet assets by a joint venture between Figure and Sixth Street, a leading global investment firm, who is buying loans off Kiavi’s balance sheet. The total transaction purchase price is $717 million. Wilson Sonsini Goodrich & Rosati is advising Kiavi on the transaction.
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News Articles
Wilson Sonsini Practices, Attorneys Recognized in 2026 Chambers USA Guide
The 2026 Chambers USA guide has recognized Wilson Sonsini Goodrich & Rosati as a leading law firm in 44 geography-specific practice categories and named 87 Wilson Sonsini attorneys among the best in their fields. This year, the firm received four new practice area rankings, including in the nationwide National Security and Capital Markets: Convertible Debt categories, and three improved practice area rankings.
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Recent Events
Speaking Engagements
NASPP Equity Compensation IPO Summit
On March 27, 2025, Wilson Sonsini partner David Thomas and General Counsel in Residence Katherine (Kiki) Haar will be speaking as part of NASPP Equity Compensation IPO Summit. Dave and Kiki will be speaking about “Securities Law Considerations" in an initial public offering. For more information on the conference and to register, please visit the event website. 
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WSGR Events
New Grants of Equity Awards
In this webinar, Wilson Sonsini examines issues relating to new grants of equity awards during the COVID-19 pandemic  Partners John Aguirre, Scott McCall, and David Thomas address questions that we have received from clients on these topics.
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