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not shown that any comparable executives, outside an acquisition
context, received similar increases in their compensation over
this period.
3. Analysis of Comparables
As noted previously, the two experts’ use of compensation of
purportedly comparable executives disclosed in SEC proxy filings
to test the reasonableness of the Retained Executives’
compensation was a principal basis for their conclusions and, of
Ms. Meyer’s various “external” analyses, the only one we have not
rejected. However, the approach used by Ms. Meyer raises two
threshold methodological issues that must be resolved.
a. Relevant Period for Reasonable Compensation
Comparison
In developing her comparables analysis, Ms. Meyer generally
considered compensation data for the aggregate period of 1992
through 1995 in her opening report; in her rebuttal report she
considered data for 1992 only. Mr. Rosenbloom generally
considered such data for 1992 only. Ms. Meyer’s use of 4-year
aggregate figures in her analysis presents a threshold
methodological issue. Ms. Meyer and petitioner, on brief, take
the position that the reasonableness of the Retained Executives’
compensation under the 1991 Employment Agreements (as amended)
should be assessed on the basis of the total compensation paid to
the Retained Executives over the approximately 4-year period
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