Victoria H. Zerjav

Victoria Zerjav is an executive compensation and employee benefits attorney in Holland & Knight's Stamford and New York City offices. Ms. Zerjav provides sophisticated client counseling in regards to executive compensation, employee benefits and employee relations, including in connection with mergers and acquisitions (M&A) and other strategic transactions. She regularly represents Fortune 1000 companies, private equity-backed businesses and venture capital entities across a variety of industries with respect to complex employee benefit plan and compensation issues.

Ms. Zerjav is praised for her dedication and pivotal role in identifying and resolving concerns in advance of a transaction's next steps and integrating employees and benefits post-transaction. She counsels management and boards in corporate governance and designing effective compensation arrangements, and counsels individual executives on compensation-related concerns that arise before, during and after employment relationships.

Management Teams and HR Professionals

Ms. Zerjav is a problem solver, helping management teams, shareholders, investment and compensation committees, and human resources (HR) professionals navigate the many requirements and regulations under the Employee Retirement Income Security Act (ERISA), Internal Revenue Code, securities laws and other concerns that affect their equity, pension, and health and welfare plans. She is well versed in analyzing and designing incentive plans, deferred compensation plans, supplemental executive retirement plans and golden parachute concerns.

Start Ups, Private Equity Entities, Operating Companies and Public Companies

For this wide range of client types in various industries, Ms. Zerjav provides innovative and tailored solutions regarding the intricate issues relating to mergers, acquisitions and other transactions. She advises sellers on strategies to protect their benefit plans, executives and employees before and after an acquisition. Ms. Zerjav also counsels buyers on avoiding unwanted liabilities, retaining key employees and transitioning benefit plans in a merger or acquisition.

Ms. Zerjav brings a substantial background in handling due diligence as well as drafting and negotiating agreements that specify the rights and obligations of all parties. She addresses the costs and administrative burdens relating to integration – along with other "hot button" concerns – in a holistic manner. In particular, clients call on Ms. Zerjav to analyze benefit plans and other benefit programs for hidden liabilities, including addressing complicated action items under Sections 409A, 280G and 162(m).

Ms. Zerjav has in-depth experience partnering with clients' corporate counsel (including from different firms) on M&A in both the role as company benefits deal counsel (addressing employee and benefits liability allocations in deals) and company benefits counsel (addressing benefits concerns specific to the client), focusing on specific issues and vetted, workable solutions that are aligned with the client's specific benefits in the context of the transaction, as well as in connection with integration post-transaction. She is equally savvy in helping individual executives on compensation-related concerns that arise before, during and after employment relationships, including concerns with employment rights, severance, equity and other executive compensation arrangements.

Ms. Zerjav also advises companies in the financial sector regarding terms of credit agreements, investment funds relating to investments by employee benefit plan investors and companies across industries on fiduciary compliance, including regarding prohibited transaction and fiduciary responsibility roles.

A sought-after speaker in the legal community, Ms. Zerjav presents on topics such as Code Section 409A, the Health Insurance Portability and Accountability Act (HIPAA), executive and equity compensation, cross border employment issues and ERISA fiduciary concerns.

Leadership Roles and Community Involvement

In addition to her internal leadership roles at Holland & Knight, which include leading the Holland & Knight Stamford office's initiatives on behalf of the Public and Charitable Service Department – through which she champions community service, charitable giving and pro bono legal service throughout the Northeast – and serving on the board of the Holland & Knight Charitable Foundation, Ms. Zerjav is a member of the advisory committee for Family Centers Inc.

Her dedication to her community is reflected in her previous roles serving on the board of directors of several non-profits and in many roles in her community, including the Volunteer Center (merged into United Way of Western Connecticut), Literacy Volunteers (merged into Family Centers Inc.) and the Stamford Family YMCA, as well as a steering committee member of the Odyssey of the Mind Program with the Stamford Public Education Foundation.