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amount near or less than the median of compensation of
purportedly comparable executives. For this reason, we reject
his conclusions regarding an appropriate range of reasonable
compensation.
Ms. Meyer’s approach was broadly similar, but her
assumptions and conclusions reflect important differences. Like
Mr. Rosenbloom, Ms. Meyer generated a list of purportedly
comparable executives for each of the Retained Executives.
However, in addition to computing the median of the range of
compensation for each Retained Executive, she also computed the
75th and 90th percentiles. Based on her review of the duties and
responsibilities of the Retained Executives’ positions, and on
petitioner’s strategic need to maximize its retention of the
Retained Executives, she believed that compensation was
reasonable if it fell within the 75th and 90th percentile of the
range of compensation paid to comparable executives. We agree
with Ms. Meyer.
Petitioner’s specialized circumstances at the time support
Ms. Meyer’s conclusion that petitioner would have expected to pay
premium compensation to the Retained Executives. First of all,
the Retained Executives were required to assume the duties of
seven former executives, who left petitioner’s employment
following the change in control, including petitioner’s chairman
and chief executive officer, vice president and chief financial
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