Vicki M. Nielsen

Shareholder Washington D.C.

Ms. Nielsen is a member of the employee benefits and executive compensation group.  She has worked extensively in the areas of executive compensation arrangements, equity compensation and benefits provided to executives, employees, directors and independent contractors.

She has experience with all issues relating to executive compensation arrangements, including Code § 409A, performance-based compensation and Code § 162(m), equity compensation, change in control agreements, golden parachute taxes and Code § 280G; executive fringe benefits; executive compensation disclosure issues (Item 402 S-K); Sarbanes-Oxley and Dodd-Frank compliance and other related corporate governance requirements and proxy advisory firm policies.

She also routinely advises clients regarding fringe benefit plans, severance plans, supplemental unemployment compensation benefit plans (SUB pay), worker classification, employment taxes and related reporting and withholding requirements, and tax minimization strategies.

Ms. Nielsen is a contributing editor to the Employer's Guide to Fringe Benefit Rules, published by Thompson Information Services (


Executive and Incentive Compensation

Vicki works with public and private companies and tax-exempt organizations in connection with the design, implementation, and administration of executive compensation arrangements and agreements, including employment, retention, change in control, consulting and severance arrangements, non-qualified deferred compensation programs, incentive and equity compensation programs, performance-pay elements and packages, fringe benefit plans, split-dollar life insurance arrangements, corporate owned life insurance and analysis of the application of §§ 409A, 457, 280G and 162(m) of the Internal Revenue Code.

Her experience also includes advising employers on compliance with Code § 409A and correcting operational failures and document defects in nonqualified deferred compensation plans and related information reporting.

Vicki also advises public companies regarding compliance with applicable executive compensation disclosure requirements and related corporate governance rules, including Dodd-Frank and Sarbanes-Oxley. 

Fringe Benefits and Employment Taxes

Vicki advises on fringe benefits provided to executives, employees and independent contractors (including directors) with an emphasis on income and payroll tax treatment, including the deductibility, withholding, information reporting on Form W-2 and Form 1099, tax penalties, interest-free corrections and penalty abatement options. 

Her experience includes advising employers on a range of fringe benefits, from statutory fringe benefits (i.e., working condition fringes, de minimis fringes, no additional cost fringes, employee discounts, qualified transportation fringes) to travel benefits,  relocation and moving expenses, employer provided meals and/or lodging, on-site cafeterias, educational assistance, on-site day care and daycare subsidies,  leave-sharing programs, employee loans and loan forgiveness, employee recognition awards, gifts, and prizes and wellness incentives. 

She also advises on the income and employment tax treatment of settlement payments, severance and supplemental unemployment compensation (SUB pay).    

Vicki also advises clients on internal compliance audits; payroll tax aspects of mergers, acquisitions and reorganizations, including intercompany employee transfers and FICA restart questions); payroll tax and reporting obligations regarding equity compensation, nonqualified deferred compensation, health and welfare benefits and other employee benefits; state withholding and reporting issues, including workforce mobility issues; worker classification tax issues and audits, including Section 530 relief, the IRS Voluntary Classification Settlement Program and other tax relief options; and IRS and state tax agency audits and audit appeals. 

Nonprofit and Tax Exempt Organizations

Vicki also works with tax-exempt entities on corporate governance and federal and state tax matters, including general corporate and tax-exempt compliance. Vicki also advises tax-exempt entities with respect to applying for federal tax-exempt status, Form 990 disclosures, reasonableness of executive compensation, nonqualified deferred compensation and severance tax issues, and navigating conflicts of interest.

Professional Activities and Speeches

Professional Activities:

  • American Bar Association (Tax Section)
  • American Payroll Association
  • District of Columbia Bar Association (Tax and Employee Benefits Section)
  • National Association of Stock Plan Professionals


  • Practicing Law Institute Webinar - ''Supplemental Unemployment Benefits: Practical Application, Implementation and Administration'' - November 2015
  • Webinar - ''Evolving Employee Benefits: A Modern Approach to Traditional Severance'' - May 20, 2015
  • Practicing Law Institute Webinar - ''Evolving Employee Benefits: A Modern Approach to Traditional Severance'' - May 2015
  • Ogletree Deakins Employee Benefits & Executive Compensation Symposium - ''Executive Compensation Clawbacks'' - San Antonio - May 2015
  • C4CM Audio Conference - ''Workplace Wellness Programs and Federal Taxes: Are You Compliant?'' - July 10, 2013
  • Thompson Information Services Webinar - ''Taxation of Fringe Benefits and Today's Hot Issues'' - April 17, 2013
  • Tax Executive’s Institute 62nd Midyear Conference - ''Tax Traps of a Mobile Workforce'' - Washington, D.C. - March 28, 2012
  • The ERISA Industry Committee webinar - ''Reporting the Cost of Health Care on the W-2: Meeting the Challenges of the New ACA Rules'' - December 13, 2011
  • TEI Baltimore-Washington Chapter Meeting - ''Compensation & Benefits Hot Topics: Fringe Benefit and Payroll Audit Issues, New Information Reporting Rules, Code Sections 409A and 162(m) Pitfalls and Worker Classification Issues'' - Washington, D.C. - April 27, 2011
  • TEI 61st Midyear Conference - ''Compensation & Benefits Hot Topics: Fringe Benefit Audits and Information Reporting, Code Sections 409A and 162(m) Pitfalls, and Independent Contractor Issues'' - Washington, D.C. - April 06, 2011

Our Insights

New Year, New Commuter Benefits for New Yorkers: FAQs on the New Law

February 23, 2016

Ogletree Governmental Affairs State Round-Up

December 01, 2015

D.C. Commuter Benefits Are Almost Here: Employers Must Comply by January 1

November 02, 2015

Identity-Protection Services You Receive After a Data Breach: Taxable or Not?

September 23, 2015

FAQs on the SEC’s Proposed Clawback Rule

September 14, 2015

FICA Tax Student Exemption Resolution: Fifth Circuit Decision About Refunds of FICA Taxes Paid by Medical Residents Stands

May 08, 2015

Feb. 2 Deadline Looming to Implement Retroactive Increase in 2014 Mass Transit Benefit Limits

January 23, 2015

On-Premises Fringe Benefits, Part II: Is There Such a Thing as a Free Lunch?

November 18, 2014

On-Premises Fringe Benefits, Part I: Is There Such a Thing as a Free Lunch?

November 12, 2014

IRS Reminds Employers Value of “Free” Parking May Be Taxable Fringe Benefit

October 02, 2014

IRS Begins Section 409A Compliance Initiative

June 26, 2014

Employers Are Not Required to Provide Transit Fringe Benefits—Except in California

June 23, 2014

Supreme Court Justices Consider Taxability of Certain Severance Pay During Quality Stores Oral Arguments

January 15, 2014

Avoiding Mistletoe Mishaps, Part V: Are Holiday Gifts, Prizes, Or Parties Taxable Wages?

December 06, 2013

Correcting Employment Taxes for Same-Sex Spouses: Optional Procedures After Windsor

October 07, 2013

Is the Severance that Your Company Pays to Fired Workers Taxable? The Supreme Court Will Decide

October 03, 2013

The Advantages of Offering Supplemental Unemployment Benefits Instead of Severance, Part II: FICA Taxes and More

August 28, 2013

The Advantages of Offering Supplemental Unemployment Benefits Instead of Severance, Part I: FICA Taxes and More

August 26, 2013

Supreme Court DOMA Decision—Part II: Wage Overstatements and Tax Refunds

July 25, 2013

Supreme Court DOMA Decision—Part I: Fringe Benefits and Other Tax Implications

July 23, 2013

June 30 Deadline to Apply for Temporary Employment Tax Settlement Program

May 23, 2013

Wellness Programs—Money and Trinkets for Healthy Habits May Be Taxable

April 10, 2013

April Deadlines Relating to FICA Tax Treatment of Severance Pay in Quality Stores Are Quickly Approaching

March 14, 2013

IRS Guidance to Implement Retroactive Increase in 2012 Mass Transit Benefit Limits—January 31 Deadline

January 17, 2013

A Soft Landing from the Fiscal Cliff for Employee Benefits

January 05, 2013

Government Challenges Sixth Circuit Decision in Quality Stores, Inc.

November 05, 2012

Time is Running Out! November 2 Deadline to Request MTA Payroll Tax Refunds

October 19, 2012

Sixth Circuit Decision Offers FICA Tax Refund Opportunities for Severance Pay

September 11, 2012

Published Works



Media Quotes

February 2016 - Employer’s Handbook: Complying with IRS Employee Benefits Rules Newsletter - "What does 2016 augur for fringe benefits?"
November 24, 2014 - Business Management Daily - "IRS: Value of 'Free' Parking May Be Taxable Fringe Benefit"
November 18, 2014 - SHRM Online - "On-Premises Meals: Is There Such a Thing As Free Lunch?"