Wechsler & Co., Inc. - Page 55

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              As previously discussed, Mr. Wechsler was paid large bonuses            
         even in petitioner’s down and loss years.  Contrary to the claims            
         of petitioner’s experts, no strong linkage existed between the               
         bonuses and total compensation paid to Mr. Wechsler for a given              
         year and petitioner’s financial performance for that year.                   
         Neither petitioner nor its experts established any consistent                
         method for calculating Mr. Wechsler’s bonuses for the years in               
         issue.12  See Rapco, Inc. v. Commissioner, supra at 955.                     
              With respect to Mrs. Wechsler’s compensation for                        
         petitioner’s 1999 fiscal year, she started working for petitioner            
         that year and also served as petitioner’s secretary and a member             
         of its board.  Petitioner paid her a $178,154 salary and a                   
         $308,000 bonus for that year.  Petitioner’s 1999 fiscal year                 
         FOCUS report reflects negative earnings before Federal income tax            
         (EBFIT) of $15,768,385 and substantial declines in retained                  


               12  As discussed infra, some of petitioner’s other employees           
          received bonuses for petitioner’s 1999 fiscal year--a bad year              
          for petitioner.  We have no reason to question the arm’s-length             
          nature and reasonableness of the 1999 bonuses paid to those                 
          employees who (unlike Mrs. Wechsler) were unrelated to Mr.                  
          Wechsler.  We believe, however, that the method used to                     
          compensate Mr. Wechsler should differ materially from the method            
          used to compensate petitioner’s other employees, in light of the            
          crucial importance of Mr. Wechsler’s services to petitioner and             
          petitioner’s business.  We think an independent investor, to                
          secure Mr. Wechsler’s services in an arm’s-length arrangement, on           
          the one hand, would have to provide a method whereby Mr. Wechsler           
          potentially could earn much higher annual pay from petitioner               
          than petitioner’s other employees.  Such a method for reasonably            
          compensating Mr. Wechsler, on the other hand, would also closely            
          tie his annual bonuses to petitioner’s earnings and profitability           
          in a given year.                                                            




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