SEND AN E-MAIL TO THIS FELLOWScott P. Spector
Scott P. Spector, a driving force in executive and stock compensation, died in 2022 at age 73. He was inducted as a Fellow of the American College of Employee Benefits Counsel in 2002.
Originally from the Chicago area, he moved to New Orleans to attend Tulane University where he received a Bachelor of Arts degree in 1971 and J.D. in 1974. Scott then moved to New York City and in 1975 earned a Master of Laws degree in taxation from New York University School of Law.
He worked at Webster & Sheffield during his time in New York. In 1989, he went to Fenwick & West LLP in Palo Alto and then Mountain View, CA. Scott was a Partner and developed and chaired the Executive Compensation and Employee Benefits Group of Fenwick for more than 30 years. He became Partner Emeritus in 2021.
He specialized in serving high technology and software clients in designing and implementing executive compensation, equity compensation, and other employee benefit arrangements. An expert on Internal Revenue Code of 1986 (“Code”) Section 409A (inclusion in income of deferred compensation under nonqualified plans) and 280G (golden parachute payments in change in control or ownership of a corporation) matters, he represented numerous chief executive officers and technology companies in high-level employment contract negotiations. His practice also emphasized the compensation issues that arise in connection with mergers and acquisitions and corporate governance matters involving executive compensation.
Scott was notably creative in his practice. According to former Fenwick Partner Gordon “Gordy” Davidson, when Fenwick was preparing to help take its client Facebook public, Scott worked with a group of peers and regulators to establish an innovative approach to equity compensation that the rest of the industry soon followed. In 2008, Scott and other Fenwick lawyers helped Facebook obtain a “no action” letter from the Securities and Exchange Commission (“SEC”) that clarified that restricted stock units (“RSUs”) would not count against a 500-shareholder trigger that forced public sharing of financial results. (See https://www.sec.gov/divisions/corpfin/cf-noaction/2008/facebook101408-12g.htm) In 2012, Fenwick approached the SEC again. Although the initial request was on behalf of another client, ultimately the SEC extended no-action protection to any company using the approach described in a modified Fenwick request letter. (See Fenwick & West LLP, SEC No-Action Letter (Feb. 13, 2012). (See https://www.sec.gov/divisions/corpfin/cf-noaction/2012/fenwickwest021312-12g.htm)
Active in both the Tax and Business Law Sections of the American Bar Association (“ABA”), Scott helped prepare many comment letters to the SEC on rule proposals involving executive compensation. For example, as Chair of the Subcommittee on Employee Benefits, Executive Compensation and Section 16 of the Committee on Federal Regulation of Securities of the Business Law Section, Scott co-authored a July 12, 2002, comment letter to the SEC regarding Form 9-K Disclosure of Certain Management Transactions. (See https://www.sec.gov/rulels/proposed/s70902/skeller.htm).
A frequent speaker at national compensation, governance, and securities law programs, Scott was a member of the Practising Law Institute Board of Advisors and co-chaired the American Law Institute-American Bar Association (“ALI-ABA”) annual program on executive compensation. He wrote extensively on executive compensation, corporate governance and stock compensation matters. For example, he authored “Venture Capital Investor Perspectives on Executive Compensation,” SH089 ALI-ABA 429 (2003).
Well-liked by his colleagues at other law firms, consulting firms, and the SEC, Scott was always happy to take a colleague’s call to talk through a novel or thorny issue.
He was known for his honest dealings, direct communications, and being open-minded about practical and creative approaches. Scott believed strongly in mentoring and providing opportunities to the next generation of employee benefits lawyers and was not shy about calling conference and panel organizers to ask that a more junior lawyer be included as a presenter.
Magnetic and funny, with an infectious laugh, he was known as a fearless individual who lived life with passion and without regrets. Scott was forever in search of the next adventure – like heli-skiing, climbing mountains, and going to big events, like the Olympic Games. Despite his larger-than-life personality, he was respected for his humility and egalitarian spirit. A devoted friend, Scott always put people first. The care and attention he poured into his relationships made everyone he touched feel singularly special.
Photo Source: The Decade Book, American College of Employee Benefits Counsel 2000-2010
