Tricon Metals & Services, Inc. - Page 15

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             companies.  In both 1991 and 1992, Ferguson's total compensation                                     
             (sales commissions, salary, and bonus) exceeded the compensation                                     
             paid to all but one of the CEO's of the 12 companies that                                            
             petitioner's expert selected as comparable companies.                                                
                    We also do not agree with Otto's analysis regarding the                                       
             division of Ferguson's duties between CEO and salesman.  Otto                                        
             limited his analysis to Ferguson's duties and compensation as                                        
             CEO.  Otto testified that the amount of time Ferguson spent as a                                     
             CEO versus the time he spent as a salesman was irrelevant as long                                    
             as Ferguson performed the duties required by petitioner.  We are                                     
             not convinced that Ferguson effectively filled the role of a                                         
             full-time CEO.  Ferguson spent much of his time serving                                              
             petitioner as a salesman.                                                                            
                    As for respondent's expert, we again question whether the                                     
             companies selected as comparable companies are indeed comparable.                                    
             The companies selected by Fuller were not necessarily in                                             
             petitioner's line of business, and they were not comparable to                                       
             petitioner in terms of size.  The net sales for the comparable                                       
             companies selected by Fuller ranged from $50,040,000 to                                              
             $1,124,130,000 for 1990, $50,260,000 to $1,150,070,000 for 1991,                                     
             and $42,610,000 to $1,156,200,000 for 1992.  Petitioner's net                                        
             sales during the years in issue ranged from a low of $24,769,390                                     
             in 1991 to a high of $25,219,920 in 1990.                                                            
                    Fuller viewed Ferguson's compensation as a single package                                     
             without considering Ferguson's sales duties.  The focus should                                       




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