Wechsler & Co., Inc. - Page 53

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         receive a substantial portion of their annual compensation from              
         incentive compensation or bonuses tied to their company’s                    
         earnings and profitability for that year.  Yet, contrary to                  
         petitioner’s experts’ (Messrs. Matthews’s and Dorf’s) claims, no             
         strong linkage existed between petitioner’s financial performance            
         in a given year and Mr. Wechsler’s bonuses and total compensation            
         for that year.  We agree with respondent’s expert, Mr. Hakala,               
         that petitioner’s compensation practice as to Mr. Wechsler would             
         put an independent investor in the highly disadvantageous                    
         position of absorbing all the downside in petitioner’s bad years             
         while causing that investor to share inadequately in the upside              
         in petitioner’s good years.  In our opinion, all of the foregoing            
         strongly indicates that the $37.992 million petitioner paid Mr.              
         Wechsler from 1992 through 1998 was not reasonable compensation,             
         and he was overcompensated during the 1992 through 1999 years in             
         issue.  See Rapco, Inc. v. Commissioner, supra at 955 (sustaining            
         Tax Court’s determination as to unreasonableness of controlling              
         shareholder’s compensation because, among other things, (1)                  
         taxpayer-corporation’s compensation scheme was bonus-heavy and               
         salary-light, suggesting masked dividends, (2) taxpayer could                
         point to no consistent method for bonus calculation, and (3) as              
         ultimate decision-maker as to his own pay, controlling                       









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