David S. Thomas

Palo Alto, CA

David Thomas is a partner in Wilson Sonsini Goodrich & Rosati’s compensation and benefits practice in Palo Alto, CA. For more than 25 years, Dave has provided legal and practical guidance on compensation and benefits issues to companies of all sizes, including their compensation committees, boards of directors, and board special committees.

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), 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 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. He has substantial experience with public offerings, having represented issuers in 33 successful initial public offerings—which raised an aggregate of more than $10.1 billion—since 2010 and underwriters in an additional 26 during the same period. Some of the more notable of these IPOs include representation of Palantir in its direct listing and the issuers in IPOs for AppLovin Corporation, Forescout Technologies, 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’s merger and acquisition practice includes experience in representing both buyers and sellers in large and small transactions, including cross-border, private equity (from both the buy-side and sell-side) and other complex transactions.

Dave earned a J.D., from the University of Virginia School of Law, and B.S. in Economics and Political Science, from James Madison University, summa cum laude.

Executive Compensation