Square D Company and Subsidiaries - Page 111

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          disregarding all perquisites for all Retained Executives.  Two of           
          the Retained Executives-–Mr. Brink and Mr. Francis-–received                
          perquisites in 1992 that, according to petitioner’s own                     
          calculations, exceeded the SEC reporting thresholds.  The 1992              
          perquisites of Mr. Brink ($89,129) and of Mr. Francis ($33,738)             
          exceeded 10 percent of their respective salary and bonus for that           
          year.  Accordingly, we conclude that the perquisites of these two           
          Retained Executives should be included in their 1992 compensation           
          for purposes of comparing it to the compensation of other                   
          executives.                                                                 
                         (ii)  LTIP Compensation                                      
               Petitioner made payments totaling $5,803,439 to the Retained           
          Executives in July 1995, pursuant to the LTIP arrangements, with            
          respect to petitioner’s financial performance for the years 1992,           
          1993, and 1994.52  In her opening report, Ms. Meyer included the            
          LTIP payouts in the Retained Executives’ compensation for the 4-            
          year period 1992-95.  However, in measuring the Retained                    
          Executives’ 1992 compensation in her rebuttal report, Ms. Meyer             
          took the position that no portion of the LTIP payouts should be             
          included in 1992 compensation because such amounts were not                 


               51(...continued)                                                       
          expenses paid to Mr. Pugh in 1992.  Mr. Pugh’s remaining 1992               
          perquisites fall below SEC reporting thresholds.                            
               52 Mr. Garrett did not receive an LTIP award, and Mr. Pugh’s           
          award covered only 1992 and 1993.  See supra note 18.                       





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