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similarity of such duties (which, in pertinent part, include
participation “in outside activities which will enhance corporate
prestige and fulfill the corporation’s public obligations as a
member of industry and the community”, conducting regular and
special board meetings, and carrying out “special assignments”)
to the principal duties discharged by Mrs. Harrison: Her
community activities as a representative of petitioner and her
presiding over (1) petitioner’s weekly and annual board meetings
and (2) the ad hoc meetings with employees arranged by her sons.
Moreover, because very few companies pay fees to inside directors
and board chairs, but almost all companies pay fees to outside
directors and board chairs, the vast majority of the survey data
must relate to outside directors. Lastly, although it is true
that the survey data do not identify the number of responding
companies, Mr. Carey describes the ERI surveys as “broadly
based”, and he bases his conclusions as to board chair
compensation on what he describes as a “large-sample survey”.
Moreover, he specifically declines to rely upon the results of a
narrower survey involving only five board chairs. We give Mr.
Carey the benefit of the doubt and assume that, as an
acknowledged expert in the area of executive compensation, he has
relied upon survey data that are representative of a critical
mass of respondents.
Mrs. Harrison’s personal guaranties of petitioner’s debt
were not typical of an outside board chair. But, for the reasons
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