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used by Ms. Meyer. In the absence of a specific critique from
Mr. Rosenbloom, we accept as comparable three of the remaining
four companies used by Ms. Meyer but not by Mr. Rosenbloom;
namely, AMP, Inc.; Baldor Electric Co.; and Danaher Corp.61
(ii) Selection of Comparable Executives and Their
1992 Compensation
The experts also differed in some instances in their choice
of the executives of a comparable company that they deemed
comparable to a given Retained Executive. Upon review of their
differences, we are persuaded that Ms. Meyer’s choices were in
general better reasoned. For example, in the case of Mr. Denny,
executive vice president and chief operating officer of
petitioner, Mr. Rosenbloom chose the chief administrative officer
of Honeywell, Inc., rather than the chief operating officer
(relied upon by Ms. Meyer). In the case of Mr. Kurczewski,
corporate vice president, general counsel, and secretary of
petitioner, Mr. Rosenbloom failed to include Messrs. Smith and
Kennedy, who were vice president, general counsel, and secretary
of General Signal and Johnson Controls, respectively, and Mr.
Grayson, who was vice president and general counsel of Honeywell,
Inc., all three of whom were included by Ms. Meyer. Accordingly,
we have generally deferred to Ms. Meyer’s judgment concerning the
61 The fourth, Raychem Corp., is disregarded because its
1992 proxy materials in the record are not comparable in format
to the other companies’.
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