David Chen Okafor , JD, MBA

David practices at the intersection of executive compensation law and corporate tax. His clients are senior hires negotiating offers at Series C through public tech companies, usually VPs and above with total target compensation between $750k and $4M. Before the JD/MBA he spent three years as a compensation consultant, which shapes how he reads term sheets: he looks past the grant size to the post-termination exercise window, the single-trigger acceleration language, and the 280G parachute math.

The scenario he walks candidates through most often is the ordinary-income surprise on NSO exercise. A VP gets granted 80,000 NSOs at a $12 strike. Two years later they exercise at $44 and hold, thinking they have locked in capital-gains treatment. What they actually have is $2.56M of ordinary wage income on the spread, reportable the day they exercise, with supplemental withholding at 37% federal plus Medicare and state. The cash cost of exercise alone is often north of $1.1M before any appreciation occurs. David rewrites exercise-and-sell timelines, liquidity plans, and sometimes the grant agreement itself to add net-settlement language that reduces the out-of-pocket cost.

He reviews content on NSO exercise mechanics, ordinary-income timing, and the interaction between NSO compensation and 409A.