Wechsler & Co., Inc. - Page 63

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         of increase in equity over 1992 through 1998, petitioner paid Mr.            
         Wechsler $2.50.  While that may be an appropriate fee for                    
         wringing profits out of some dubious investment, it seems                    
         unreasonable for producing a compound rate of return of only 10.4            
         percent over 7 years when, according to Mr. Matthews’s rebuttal              
         report, the average risk-free rate of return during each May of              
         1992 through 1998 was approximately 7 percent.  Moreover, the                
         $37.992 million paid to Mr. Wechsler is substantially more than              
         even petitioner’s own adjusted common stock equity of $29.079                
         million and total adjusted (common and preferred) stock equity of            
         $30.147 million at the end of petitioner’s 1998 fiscal year.  Mr.            
         Matthews has failed to convince us that, for the 10.4-percent                
         compound rate of return Mr. Wechsler produced for petitioner’s               
         1992 through 1998 fiscal years, an independent investor would                
         approve of paying him $36.497 million in total compensation.                 
                   ii.  Mr. Dorf                                                      
              Mr. Dorf, while recognizing that Mr. Wechsler’s compensation            
         in 1994 and 1998 was “higher than expected” (and, presumably,                
         therefore, more than reasonable), was of the opinion that the                
         average ($4,752,721) of the amounts of compensation paid Mr.                 
         Wechsler for the 8 years in question was “justified and                      
         reasonable”.15  Mr. Dorf based his conclusions on a number of                


               15  During the 8 years in question, the range of Mr.                   
          Wechsler’s annual compensation was $6,097,000, from a low of                
          $1,390,000 (for 1997) to a high of $7,487,000 (for 1998).  Mr.              
                                                             (continued...)           




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