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1992 Compensation
Executive/Title Per Ms. Meyer
Baisley, VP, GC, 1$468,100
W.W. Grainger, Inc.
Davies, GC, Secy, 292,400
Hubell, Inc.
Smith, VP, GC & Secy 270,300
General Signal Corp.
Grayson, VP, GC, 952,700
Honeywell, Inc.
Kennedy, VP, GC & Secy 2475,900
Johnson Controls, Inc.
1 Excludes $37,800 of the total compensation computed by Ms.
Meyer, representing 67 percent of a $56,300 long-term incentive
compensation plan payout in 1992 that Ms. Meyer included in full,
since the 1992 payout, according to the W.W. Grainger, Inc., proxy
materials in the record, covered the company’s 3 fiscal years
1990-92.
2 Ms. Meyer’s figure includes a long-term incentive compensation
plan payout of $31,100 which, according to the Johnson Controls,
Inc., proxy materials in the record, is the 1992 portion of a
long-term incentive performance award covering the period 1992-94.
The 90th percentile of this range of compensation is $761,980.
Accordingly, reasonable compensation for Mr. Kurczewski in 1992
would have been an amount not exceeding $761,980. Mr.
Kurczewski’s 1992 compensation, excluding the Retention Payment
and disputed 1991 SRP Benefit, was $661,437. Because reasonable
compensation for Mr. Kurczewski in 1992 exceeded his 1992
compensation (exclusive of the Retention Payment and disputed
1991 SRP Benefit) by $100,543, this excess constitutes the amount
of Mr. Kurczewski’s Retention Payment and disputed 1991 SRP
Benefit that petitioner has shown by clear and convincing
evidence was reasonable compensation in 1992 for purposes of
section 280G(b)(4).
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