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Spencer Walters, Ivins, Phillips & Barker, Chartered Photo

Spencer F. Walters


HR professionals, in-house counsel, and tax advisors rely on Spencer for his guidance and judgment on day-to-day benefits and compensation questions and for his ability to find creative solutions to complex tax and ERISA issues.


Spencer's practice covers all aspects of employee benefits and executive compensation law, including the development and maintenance of qualified and nonqualified plans; plan compliance with the Code, ERISA, and Affordable Care Act; the treatment of employee benefits plans in connection with corporate mergers and acquisitions; and executive employment agreements and compensation arrangements, including Code section 409A. Spencer enjoys working with in-house counsel, tax and payroll personnel, and human resources professionals to attend to day-to-day administrative challenges and respond to new challenges. Spencer also actively engages in the federal rulemaking process, offering key comments to proposed regulations including under Section 162(m) and Section 7508A.


University of Michigan Law School, 2010, J.D., cum laude

Haverford College, 2005, B.A.

Bar & Court Admissions

District of Columbia



Representative Matters

  • Lead benefits and executive compensation attorney for merger and acquisition activity including stock and asset purchases and sales, as well as corporate spin-offs.
  • Design and draft employment retention agreements and bonus plan including non-compete agreements to retain talent in connection with client’s acquisition of technology start-up.
  • Redesign equity award plan and redraft award agreements to ensure compliance with Code section 409A and securities laws, and to incorporate best practices.
  • Manage implementation of pension de-risking initiatives and savings plan re-designs, including drafting plan documents and formal plan amendments, disclosures, and participant communications.
  • Manage DOL audit of health plan’s compliance with the Affordable Care Act.
  • Investigate compliance concern with retirement plan distributions, develop strategy for correction, and obtain IRS approval of proposal through EPCRS.
  • Correct operational and documentation errors under EPCRS, DFVCP, VFCP, and 409A corrections guidance.
  • Advise clients on general HIPAA compliance issues, specifically including updates to comply with the HI-TECH amendments to HIPAA, as well as mitigation and notification obligations in connection with data security breaches.

News & Events


Speeches & Presentations

  • Multiple Clients - SECURE 2.0 Act Overview and Ramifications – 2023
  • In-House Benefit Counsel Network National Forum, Retirement Plan Hot Topics – Panelist - October 2022
  • PlanSponsor webinar “Your HSA Questions Answered” – Panelist – October 2022
  • Multiple Clients – SECURE Act Overview – Early 2020
  • Tax Executives Institute Annual Conference - Transactional and Planning Considerations Under New Section 162(m) – October 2019
  • Tax Executive Institutes Washington DC Conference – Legislative & Regulatory Update Regarding Section 4960 – May 2019
  • Mid-Sized Retirement and Healthcare Plan Management Conference - Hot Topics in Executive Compensation and Fringe Benefits – May 2018
  • Federal Bar Association Section of Taxation Annual Conference - Health Plans: Update for Employers and Employees – March 2018
  • DC Bar Tax Cuts & Jobs Act Conference - Compensation & Benefits Tax Reform: Changes Regarding Fringe Benefits and Retirement Plans – January 2019
  • Tax Executives Institute's Region III Conference - Top Ten Compliance Risks – Employee Compensation and Benefits – June 2017
  • Mid-Sized Retirement and Healthcare Plan Management Conference - Surviving a DOL Audit - April 2017
  • Tax Executives Institute, Richmond Chapter – Hot Topics in Executive Compensation and Employment Tax – May 2016
  • Speaker for The Knowledge Group: Live Webcast "Health & Welfare Plans: What You Need to Know in 2016," October 22, 2015
  • Tax Executives Institute, 2015 Federal Tax Course Level II—Targeted Issues in Executive Compensation - August 2015
  • Tax Executives Institute, Cincinnati-Columbus Chapter—Affordable Care Act-Critical Issues for Tax Departments - February 2015 (with Jonathan Zimmerman)
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