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b. Proxy Statements
With respect to the proxy statements for the comparison
group companies, the parties are unable to agree on the
appropriate fiscal year for analyzing CEO compensation for TYE
1998. Petitioners assert that the TYE 1999 compensation data
applies, whereas respondent insists on using the TYE 1998
compensation information.
In support of their position, petitioners rely solely on the
credibility of Mr. Rowley. From his representation of retailers
throughout the United States, Mr. Rowley found that most
retailers compensate their CEOs for services rendered during a
particular fiscal year by awarding LTI shortly after the
beginning of the next fiscal year. For this reason, Mr. Rowley
assumed that compensation reported on the TYE 1999 proxy
statements was awarded for TYE 1998 services and used the TYE
1999 proxy statement compensation data in his analysis of TYE
1998.
Similarly, respondent relies on the credibility of Dr.
Hakala, who asserted that Mr. Rowley should have used the TYE
1998 proxy statements. Respondent disagrees with Mr. Rowley’s
interpretation of the proxy statements and emphasizes that Mr.
Menard’s bonus for his performance during TYE 1998 was awarded to
Mr. Menard in, and intended as compensation for, that year.
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