Square D Company and Subsidiaries - Page 13

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          executives that were comparable to a specific Retained Executive            
          in circumstances where the experts differed, except as                      
          specifically noted.                                                         
               In a similar vein, even where the two experts agreed that a            
          given executive was comparable to a Retained Executive, they                
          frequently differed regarding the amount of 1992 compensation               
          they attributed to the executive.  In resolving this difference,            
          we rely on the fact that Ms. Meyer demonstrated several instances           
          where Mr. Rosenbloom’s methodology diverged from standard                   
          practice and/or SEC disclosure conventions.  In addition to Mr.             
          Rosenbloom’s treatment of perquisites in a manner inconsistent              
          with SEC disclosure conventions (discussed above), Ms. Meyer                
          convincingly demonstrates that Mr. Rosenbloom used nonstandard              
          methods for valuing stock options, restricted stock, and the                
          costs of defined benefit and defined contribution plans.62                  
          Frequently, though not always, Ms. Meyer’s compensation figure              
          for a comparable executive was less than Mr. Rosenbloom’s figure,           
          a position that disfavored the position of petitioner, her                  
          client.  Overall, given the demonstrated idiosyncracies in Mr.              
          Rosenbloom’s methods of computing compensation, we defer to Ms.             




               62 Respondent even concedes on brief that some of Mr.                  
          Rosenbloom’s methodology in valuing compensation merits                     
          criticism.                                                                  





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