Mark Jones

Mark Jones is one of the best Compensation and Benefits attorneys whom I have worked with. He is very commercial and provides practical advice, and I have deep trust in his expertise, his work ethic and professionalism.

—Executive Compensation & Benefits client, The Legal 500

Pillsbury partner Mark Jones is a recognized authority in the design and administration of compensation and benefit programs for senior executives and other employees.

Mark provides strategic counsel to public and private corporations and senior executives on deferred compensation, stock awards, retirement benefits and severance pay. He has particular experience with international compensation and California blue sky laws. Mark frequently handles executive compensation and employee benefit issues that arise in M&As, spinoffs, IPOs and financings.

Representative Experience

Advised Ventura Foods, a food manufacturing and innovation company specializing in custom and branded products for restaurants and retailers, in the closing of its acquisition of DYMA Brands.
Advised Meeker Aviation in its acquisition by Signia Aerospace, a portfolio company of private equity firm Arcline Investment Management.
Advised Fera Pets, Inc., a vet-founded pet supplement company, in its recent acquisition by General Mills, including equity negotiations with shareholders regarding the terms of a long-term incentive plan with payments of up to 100% of closing price. Fera Pets will become part of General Mills’ new growth equity fund.

Advised Spin Master Corp., a leading children’s entertainment company, in reaching an agreement to acquire Melissa & Doug for $950 million in cash, which was recognized as “Canada M&A Deal of the Year” awarded by Americas M&A Atlas Awards (2025).

Advised JFE Shoji Corporation in its acquisition of California Expanded Metal Products Co.

Advised longtime client Shield AI in raising $90 million in equity and $75 million in debt as part of a Series E fundraising round. This round increased the company’s valuation to $2.3 billion.

Advised MSUITE, a Midwest-based construction tech startup, in its acquisition by Stanley Black & Decker.

Advised Kirei, a San Diego-based provider of acoustic design solutions, in its acquisition by Carnegie Fabrics, a leading manufacturer and innovator of sustainable textiles and space management solutions for building interiors.

Represented a leading global provider of customer experience (CX) services and technologies, in reaching a definitive agreement in acquisition of a global business to business digital sales company.

Advised Nomura Research Institute (NRI), one of Japan’s leading research and consulting firms, in its acquisition of Core BTS.

Represented leading urinary health brand Uqora, in its acquisition by Pharmavite, the makers of Nature Made vitamins and supplements.

Represented FIGmd, a leading provider of clinical data and interoperability solutions, in its acquisition by leading clinical data workflow platform MRO Corp.

Advised Ventura Foods in the sale of Marie’s and Dean’s brand dressing and dip businesses to West Madison Foods—a newly formed portfolio company created by private equity firm Brynwood Partners IX L.P., which earned USA Food & Beverage Deal of the Year in June 2024.

Advised Fortune 50 energy client on the global rollout of its stock incentive plan into 33 countries.

Represented SYNNEX in its $7.2 billion merger agreement with Tech Data Corporation, its $2.4 billion acquisition of Convergys Corporation, and its $800 million acquisition of Westcon-Comstor’s American operations from Datatec Ltd, a deal that was honored as the 2018 M&A Atlas Global Corporate Deal of the Year for a transaction above $500 million for the Middle Market segment.

Represented AT&T in various multibillion-dollar acquisitions and sales of providers of entertainment content, including the $1.2 billion sale of Crunchyroll anime and the sale of Quickplay Media Inc.

Represented medication management company CUBEX LLC in the acquisition of medical business assets by BD (Becton, Dickinson and Company), a leading global medical technology corporation.

Represented medical genetics testing company Invitae on an agreement to buy ArcherDX for up to $1.4 billion—creating a global leader in comprehensive cancer genetics and precision oncology.

Advised Invitae for its $50 million acquisition of Clear Genetics Inc., which develops software for providing genetic services at scale.

Represented the private, nonprofit National University System in the addition of its newest affiliate member Northcentral University, a leader in online graduate degrees with an innovative “one-to-one” teaching model.

Represented Philippines-based Jollibee Foods Corp. in its business venture with Chicago restaurateur Chef Rick Bayless.

Advised JXTG Nippon Oil & Energy Corporation on the sale of two of its biotech units—Irvine Scientific Sales Company Inc. and IS JAPAN CO. LTD.—to Fujifilm Corporation.

Represented Pacific Hospitality Group in its sale of Bacara Resort & Spa to a pair of non-traded real estate investment trusts. The new owners will rebrand the property as The Ritz-Carlton Bacara, Santa Barbara. Pacific Hospitality Groupwas honored with the award for Single Asset Transaction of the Year (over $25 million) at the prestigious Americas Lodging Investment Summit Awards.

Advised Sojitz Corp. and Green Tec Corp. in forming a partnership to acquire Stratosphere Quality LLC.

Advised Credit Union Leasing of America (CULA) in its acquisition by Westlake Financial Services.

Advised Synnex Corp. in its acquisition of Westcon-Comstor’s American operations from Datatec Ltd. in a transaction valued at up to $800 million.

Advised Pacific Continental in its merger with Columbia Banking System Inc. in a deal worth $644.1 million.

Advised Pacific Continental in its acquisition of Foundation Bancorp Inc. which is valued at approximately $67 million.

Advised Petco Animal Supplies Stores Inc. in the transfer of its Pooch Hotel brand to Paradise 4 Paws.

Advised Therapak in its sale to VWR, a Pennsylvania-based provider of laboratory products, services and solutions.

Advised Jollibee Food Corp in its acquisition of a $100 million, 40% stake in fast-casual burger chain Smashburger.

Represented a group of Japanese companies led by Imagica Robot Holdings in its purchase of media localization provider SDI Media.

Represented Global Cash Access Holdings Inc. in the acquisition of casino-games company Multimedia Games.

Advised Evolution Robotics in its $74 million acquisition by iRobot Corp.

Represented Synnex Corporation in its $2.43 billion cash-and-stock deal to acquire call center operator Convergys Corporation.

Represented Zensho America Corp. as it sold Catalina Restaurant Group Inc., the parent company of restaurant chains Coco’s Bakery and Carrows, to an affiliate of Food Management Partners.

Represented Bridge Capital Holdings as it sold for $425 million to Western Alliance Bancorp.

Represented on the sale of Grow Mobile to Tel Aviv-based consumer software company Perion Network for up to $42 million.

Represented Bank of the West in connection with the $3 billion spinoff and IPO of First Hawaiian Bank.

Advised Becton Dickinson on the integration of the CareFusion benefits plans following the $12 billion merger of the two public companies.

Restructured the $460 million defined benefit plan of a leading defense contractor to stabilize funding costs and expense recognition.

Assisted a leading global provider of customer experience (CX) services and technologies with the offering of restricted stock and RSUs to employees in 31 countries.

Advised more than 100 non-U.S. customers of Deloitte LLP and Morgan Stanley on compliance with California blue sky laws.

General Experience
- Designs stock options, restricted stock units (RSUs), employee stock purchase plans (ESPPs) for C corporations and S corporations.
- Designs profits interests and back-to-back arrangements for partnerships and LLCs.
- Resolves potentially adverse tax treatment under Sections 162(m), 280G and 409A of the Code.
- Sets up rabbi and secular trusts.
- Negotiates services agreements with investment advisors, consultant and third-party administrators.
- Advises multinational corporations on FATCA, FBAR, and Sections 402(b) and 457A of the Code.
- Helps compensation committees broker the demands of institutional shareholders and their advisors.
- Prepares proxy disclosures and SEC filings on material compensation issues for public companies.
- Drafts 457(f) deferred compensation plans with governmental and nonprofit entities.
- Negotiates employment agreements, offer letters and severance agreements.
- Represents plan sponsors and fiduciaries on audit by the IRS and U.S. Department of Labor.
- Advises employers facing shareholder litigation and defending actions for fiduciary breach.

Professional Highlights

Honors & Awards

Recognized for “Canada M&A Deal of the Year” awarded by Americas M&A Atlas Awards (2025) for Spin Master Corp’s $950 million acquisition of Melissa & Doug.
Ranked Band 3 by Chambers USA – Employee Benefits & Executive Compensation (2024–2025).
Recognized by Best Lawyers (published by BL Rankings LLC), Employee Benefits (ERISA) Law (2021–2026).

Honors & Awards (cont’d)
- Named as a Thomson Reuters Stand-out Lawyer (2025).
- “Most Influential Minority Attorney” Los Angeles Business Journal (2019).
- Recognized by The Legal 500 U.S. for Employee Benefits and Executive Compensation (2013, 2015, 2018).

Associations
- American Bar Association, Section of Taxation, Committee on Employee Benefits (1999–present).
- Chair, Subcommittee on International Benefits Issues, Committee on Employee Benefits (2014–2018).
- Vice chair, Subcommittee on International Benefits Issues, Committee on Employee Benefits (2012–2014).
- Young Lawyers Liaison, Subcommittee on International Benefits Issues, Committee on Employee Benefits (2007–2012).
- John Nolan Fellow (2004–2005).
- Task Force on the Alternative Minimum Tax (2003–2004).
- President, Western Pension Benefit Council, San Diego (2013–2024).
- Director, Global Equity Organization, Southern California (2013–2019).
- National Association of Stock Plan Professionals (2013–present).
- Pacific Coast Tax Exempt/Government Entities Division of the Council to the Internal Revenue Service (2012–2016).
- Member, LGBT Bar Association of Los Angeles (2011–present).
- Liberty Circle, Lambda Legal
- Federal Club, Human Rights Campaign

External Publications
- “Can I Invest My 401(k) Account in Private Equity?” Employee Benefit Law Review, Volume 80, No. 1, January 2026
- “Saving Plans for Startups,” August 6, 2024. Lead author.
- “Comments Regarding Section 402(b) and Foreign Plans,” American Bar Association Section of Taxation, January 31, 2018. Lead author.
- “Banks Must Prepare to Change Common Pay Practices,” Law360, August 31, 2016.
- “Employee Share Plans in the United States,” March 16, 2014.

Speaking Engagements
- “Potential Pitfalls of Cross-Border Stock Awards,” GEO Global Equity Organization, April 11, 2024.
- “U.S. Estate Tax on Equity Awards and Shares Held by Non-U.S. Citizens: Key Issues and Planning Considerations,” Strafford Webinar, February 27, 2024.
- “Equity Compensation for Senior Executives,” USC 2024 Tax Institute, January 22, 2024.
- “International Mergers and Acquisitions,” ABA Employee Benefits in Mergers and Acquisitions National Institute, May 18, 2023.
- “Top 10 Compliance Issues for DC Plans … Cycle 3 and a Look Ahead,” Western Pension & Benefits Council, August 17, 2022.
- “Operating Global Stock Plans in the United States,” Morgan Stanley at Work, June 14, 2022.
- “International Mergers and Acquisitions,” ABA Joint Committee on Employee Benefits, May 17, 2022.
- “Motivating and Compensating Employees in Uncertain Times,” Pillsbury presentation, June 18, 2020.
- “Show Me the Money: Current Strategies in Executive Compensation,” Pillsbury MCLE Marathon, Los Angeles, January 8, 2019, and San Diego, January 10, 2019.
- “Five Things Employers Should Know about Tax Reform,” GEO’s Southern California Chapter Meeting, San Diego, California, March 8, 2018. Panelist.
- “Section 402(b) and Foreign Plans,” ABA Section of Taxation, San Diego, February 10, 2018. Panelist.
- “Section 409A,” Western Pension Benefits Conference, San Diego, November 21, 2017.
- “Deferred Compensation: Tips and Tricks for M&A and Daily Administration,” National Association of Stock Plan Professionals, Los Angeles, February 7, 2017.
- “Pension Provisions of Tax Treaties,” ABA Section of Taxation May Meeting, Washington, DC, May 12, 2017. Panelist.
- “Recent Developments in Canada and the UK,” ABA Section of Taxation Midyear Meeting, Orlando, January 20, 2017. Panelist.
- “Expatriate Health Coverage Clarification Act,” ABA Section of Taxation Fall Meeting, Boston, September 30, 2016. Panelist.
- “Open Questions under FATCA and FIRPTA,” ABA Section of Taxation May Meeting in Washington, DC, May 7, 2016. Panelist.
- “Executive Compensation Update,” Pillsbury MCLE Marathon, San Diego, Jan. 21, 2016, and Los Angeles, January 20, 2016.
- “Recent Developments for the 2016 Proxy Season,” ABA Section of Taxation Midyear Meeting, Los Angeles, January 15, 2016. Panelist.
- “Application of Proposed SEC Clawback Rules to Foreign Private Issuers,” ABA Section of Taxation Fall Meeting, Chicago, September 18, 2015. Panelist.
- “Taxation of Funded Foreign Plan,” ABA Section of Taxation May Meeting, Washington, DC, May 8, 2015. Panelist.
- “Employment Law Outlook 2015,” Pillsbury presentation, Los Angeles, February 10, 2015, and San Diego, February 12, 2015.
- “Global Equity Compensation,” ABA Section of Taxation Midyear Meeting, Houston, January 29, 2015. Panelist.
- “Healthcare Reform: What Employers Need to Know in 2014,” Pillsbury presentation, San Diego, January 16, 2014. Panelist.
- “Healthcare Reform: What Employers Need to Know in 2014,” Pillsbury presentation, Los Angeles, January 14, 2014. Panelist.
- “Reduce Your Risk of a DOL Audit,” 401*k Advisors, Webinar, November 13, 2013.
- “Focus on Health Care Reform: How to Restructure Your Plan to Avoid Penalties and Bring Down Costs,” Pillsbury presentation, Webinar, August 6, 2013.
- “Considerations for employers in determining the best way to offer health coverage for their employees in view of the ACA,” New York University School of Law (NYU), June 21, 2013.
- “Health Care Reform ‘Pay or Play’ Workshop,” Pillsbury presentation, April 22, 2013.
- “Employee Benefits Bootcamp: Get Your Benefits in Compliance Ahead of the ACA’s 2014 Deadline,” Business & Legal Resources (BLR), February 19, 2013.
- “Top 10 Fiduciary Considerations for Your Benefit Programs,” Pillsbury presentation, San Francisco, January 19, 2012.
- “Top 10 Fiduciary Considerations for Your Benefit Programs,” Pillsbury presentation, Silicon Valley, January 17, 2012.
- “Top 10 Fiduciary Considerations for Your Benefit Programs,” Pillsbury presentation, San Diego, January 11, 2012.
- “Top 10 Fiduciary Considerations for Your Benefit Programs,” Pillsbury presentation, Los Angeles, January 9, 2012.

Press Mentions
- Quoted in Plansponsor article, “How 3(38) Fiduciaries Limit, but Don’t Erase, Plan Sponsor Liability,” October 27, 2025

Education

J.D., Stanford Law School, 1999

A.B., Princeton University, 1994
summa cum laude, Phi Beta Kappa

Admissions

California

New York

Areas of Focus

Practices

Representative Experience

Professional Highlights

Mark's Insights