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technology officer (Mr. Francis), treasurer (Mr. Free), director
of human resources (Mr. Hite), or sales and marketing executive
(Mr. Pugh).67 Consequently, to demonstrate the reasonableness of
the foregoing executives’ compensation, she used data from the
executive compensation surveys that we have rejected. Because we
have concluded that the survey data does not satisfy the
requirements of comparability, Ms. Meyer’s effort to show
reasonableness through this technique must fail.
Mr. Rosenbloom encountered the same problem and solved it by
using the assumption that, since SEC proxy materials generally
disclose the compensation of the five most highly compensated
officers, comparable executives to the foregoing Retained
Executives must have earned less than the lowest paid officer
disclosed in proxy materials of a comparable company.68 Ms.
Meyer criticized this approach by arguing that although the SEC
proxy rules require disclosure of the compensation paid to a
company’s chief executive and four most highly compensated
67 Although Mr. Rosenbloom treated Mr. Pugh as the head of
an operating division, Ms. Meyer contends that this
categorization was erroneous because Mr. Pugh had sales and
marketing responsibilities. Consistent with our previous
conclusion that Ms. Meyer demonstrated superior judgment in
comparing the duties and responsibilities of the Retained
Executives with those of comparable executives, we accept Ms.
Meyer’s judgment that Mr. Pugh cannot appropriately be compared
to the head of an operating division.
68 Because Mr. Rosenbloom treated Mr. Pugh as equivalent to
the head of an operating division, see supra note 67, he did not
apply this assumption to Mr. Pugh.
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