- 77 -
as a means of determining reasonable compensation. S. Rept. 99-
313, supra at 919-920, 1986-3 C.B. (Vol. 3) at 919-920; H. Rept.
99-426, supra at 902, 1986-3 C.B. (Vol. 2) at 902. In our view,
if the designation of “comparable employers” is to have
meaningful content, it must be more restrictive than data sources
for these surveys, which include an many as 1,000 organizations.
In a second external analysis, Ms. Meyer examined
compensation arrangements between (i) companies engaged in the
electrical equipment or substantially similar industries, and
(ii) executives of those companies, focusing on compensation paid
to executives for purposes of recruitment, promotion, or
retention. However, of the 22 arrangements examined by Ms.
Meyer, only one involved calendar year 1992. Consequently, the
relevance of Ms. Meyer’s findings under this approach to the
ascertainment of reasonable compensation in 1992 has not been
clearly established, and we reject them.
A third external analysis performed by Ms. Meyer is more
promising. In it, she utilized publicly available disclosures of
executive compensation contained in proxy statements filed by
publicly traded companies with the Securities and Exchange
Commission (SEC) to compare the compensation of purportedly
comparable executives to the compensation of the Retained
Executives. Mr. Rosenbloom used a similar approach based on SEC
proxy materials. These comparisons based on SEC proxy materials
Page: Previous 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 NextLast modified: May 25, 2011