Marshall concentrates his practice on compensation and employee benefits matters.

Marshall particularly enjoys developing creative solutions that support attractive compensation plans. Working with both private and public companies, Marshall excels in navigating complex tax, securities and accounting issues within the equity and executive compensation environment. This includes maximizing tax efficiency, and advice that further supports HR policies to promote retention and mitigate risk.

Marshall’s exclusive focus on equity and compensation plans also provides depth and market knowledge in drafting, negotiating and implementing these agreements. He regularly advises clients on how to navigate Sections 409A, 280G, 83, 162(m) of the tax code, as well as the rules governing incentive stock options and employee stock purchase plans. He also directly negotiates merger, financing and employment agreements, and drafts equity plans and deferred compensation structures.

Marshall writes and speaks on equity compensation and benefits issues, and has served as an adjunct lecturer at Santa Clara University-Leavey School of Business. Marshall holds a CPA license (inactive) in California.

    • Presentations
      • “409A Guidance on Nonqualified Deferred Compensation Plans: Compliance Strategies,” Strafford Publications, September 1, 2021 (co-presenter)
      • “Designing Equity Compensation and Employment Agreements for Startup and Emerging Growth Companies,” Strafford Publications, December 18, 2018 (co-presenter)
      • “409A Guidance on Nonqualified Deferred Compensation Plans for Beginners,” June 2018 (co-presenter)
      • "409A Guidance on Nonqualified Deferred Compensation Plans: Compliance Strategies," March 2018 (co-presenter)
      • "Startup Company Carve-Out Plans: Mechanics, Tax Obstacles, and Optimization," November 2016
      • "New 409A Guidance On Nonqualified Deferred Compensation Plans: Compliance Strategies for Employee Benefits Counsel," September 2016 (co-presenter)
      • "Startup Essentials: Structuring Equity Compensation Wisely," March 2016 (co-presenter)

    Representative Clients

    • Accel-KKR
    • Aeglea BioTherapeutics
    • Airbnb
    • Coinbase
    • Compass
    • Day One Biopharmaceuticals
    • Facebook
    • FitBit
    • GoPro
    • Pandora
    • Peloton
    • Proofpoint
    • Proterra
    • Robinhood
    • SentinelOne
    • Uber
    • Upwork

    Education & Admissions

    J.D., University of California, Berkeley, School of Law
    Order of the Coif

    B.S. and B.A., magna cum laude, Accounting, English and French
    Santa Clara University

    Admitted to practice in California


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