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, banking regulations 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

  • Represented AT&T in the multibillion-dollar acquisition of various providers of entertainment content for its subsidiary Warner Media.
  • Advised Chevron on the global rollout of its stock incentive plan into 32 countries.
  • Represented BancWest Corp. and Bank of the West in connection with the $3 billion spinoff and IPO of First Hawaiian Bank.

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  • 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.
  • Designs stock options, restricted stock units (RSUs), employee stock purchase plans (ESPPs) and profits interests 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 Department of Labor.
  • Advises employers facing shareholder litigation and defending actions for fiduciary breach.

Professional Highlights

  • Serves as president-elect to the Western Pension Benefits Council, San Diego.
  • Serves as a director of the Global Equity Organization, Southern California.
  • Recognized by The Legal 500 U.S. for Employee Benefits and Executive Compensation (2013, 2015, 2018).

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  • Recognized by Best Lawyers (published by BL Rankings LLC), Employee Benefits (ERISA) Law (2021 – 2022).
  • Associations
    • American Bar Association, Section of Taxation, Committee on Employee Benefits (1999 – present).
      • Chair, Subcommittee on International Benefits Issues, Committee on Employee Benefits (2014 – present).
      • 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-elect, Western Pension Benefit Council, San Diego (2013 – present).

    • Director, Global Equity Organization, Southern California (2013 – present).

    • 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).

  • External Publications
    • 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.
  • Speaking Engagements
    • “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, Feb. 10, 2018. Panelist.
    • “Section 409A,” Western Pension Benefits Conference, San Diego, Nov. 21, 2017.
    • “Deferred Compensation: Tips and Tricks for M&A and Daily Administration,” National Association of Stock Plan Professionals, Los Angeles, Feb. 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, Jan. 20, 2017. Panelist.
    • “Expatriate Health Coverage Clarification Act,” ABA Section of Taxation Fall Meeting, Boston, Sept. 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, Jan. 20, 2016.
    • “Recent Developments for the 2016 Proxy Season,” ABA Section of Taxation Midyear Meeting, Los Angeles, Jan. 15, 2016. Panelist.
    • “Application of Proposed SEC Clawback Rules to Foreign Private Issuers,” ABA Section of Taxation Fall Meeting, Chicago, Sept. 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, Feb. 10, 2015 and San Diego, Feb. 12, 2015.
    • “Global Equity Compensation,” ABA Section of Taxation Midyear Meeting, Houston, Jan. 29, 2015. Panelist.
    • “Does Compliance Stop at the U.S. Border? Why Your Compensation Plans May Need to Be Amended,” Global Equity Organization, Los Angeles, Dec. 11, 2014.
    • “FATCA: Practical Considerations for Nonfinancial Companies,” ABA Section of Taxation Joint Fall Meeting, Denver, Sept. 19, 2014. Panelist.
    • “Six Steps to Running an Effective Retirement Plan,” Retirement Plan Advisory Group, San Diego, June 19, 2014.
    • “Creating a ‘Best Practices' Retirement Plan,” Moss Adams, Irvine, Cal., May 26, 2014.
    • “Application of Windsor to Multinational Companies and Internationally Mobile Employees,” ABA Section of Taxation May Meeting, Washington, D.C., May 9, 2014. Panelist.
    • “Wellness Programs – What's Tasty, Fit and Hip with California Employers?” Western Pension Benefit Council, Los Angeles, Apr. 24, 2014.
    • “Electronic Disclosure of Plan Documents: Should the Department of Labor Guidance Be Liberalized?” Conference of the Council to the IRS Tax Exempt/Governmental Entities Division, Baltimore, Md., Feb. 27, 2014.
    • “Extension on Implementation of the Foreign Account Tax Compliance Act (FATCA),” ABA Section of Taxation Midyear Meeting, Phoenix, Jan. 24, 2014.
    • “Maintaining Good Internal Control,” Regional Conference of the American Society of Pension Professionals and Actuaries (ASPPA), Universal City, Cal., Jan. 23, 2014. Panelist.
    • “Health Care Reform: What Employers Need to Know in 2014,” Pillsbury MCLE Marathon, San Diego, Jan. 16, 2014 and Los Angeles, Jan. 14, 2014.


  • J.D., Stanford Law School, 1999

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


  • California

    New York