Victoria Zerjav

About

I advise executives, management teams and companies on the compensation structure underpinning important M&A matters, critical employee retention issues and leadership transitions: including equity awards, deferred compensation plans, executive contracts and transaction-related benefits issues. I handle executive compensation across the employment lifecycle, negotiating employment agreements and change-in-control protections, advising on equity and incentive arrangements, structures nonqualified deferred compensation plans and addressing tax-sensitive issues under Sections 409A and 280G. I oversee the firm’s M&A benefits support work, guiding teams through complex compensation matters and ensuring continuity after closing. I have worked on hundreds of transactions throughout my career, including in a large national firm environment where each deal brought its own unique facts and pressures. I maintain longstanding relationships with international counsel and regularly advise on compensation arrangements involving foreign companies entering the U.S. market and executives working across jurisdictions. My experience coordinating cross-border issues helps clients anticipate regulatory and tax considerations that might otherwise be overlooked.

Practice Areas

Services

• Equity Plan Design and Administration

  I advise clients on the design and tax impact of equity plans (such as options, restricted stock, restricted stock units, profits interests), as well as draft the plans and advise clients on ongoing administration matters.
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• NQDC and 409A advice

  I advise on compliance with Tax Code Section 409A on current plans and design and draft nonqualified deferred compensation arrangements of all types.
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• Benefits in M&A

  I advise buyers and sellers on employee benefits and executive compensation matters in mergers, acquisitions and divestitures.
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Education

• Washington University School of Law
  J.D.