           United States Court of Appeals
                        For the First Circuit

No. 10-2298

                  CHRISTINE HINES; MARY A. O’CONNOR;
                          JESSICA LEPORACCI,

                       Plaintiffs, Appellants,

                                    v.

               STATE ROOM, INC.; LONGWOOD EVENTS, INC.;
                    BELLE MER, INC.; JAMES APTEKER,

                        Defendants, Appellees,

                        VERONIQUE CORPORATION,

                                Defendant.


           APPEAL FROM THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF MASSACHUSETTS
            [Hon. Patti B. Saris, U.S. District Judge]


                                Before
                            *
              Howard, Ripple, and Selya, Circuit Judges.


     John F. Tocci, with whom Cary Gianoulis and Tocci, Goss & Lee,
P.C. were on brief, for appellants.
     Colleen C. Cook, with whom Jack I. Siegal and Nystrom Beckman
& Paris LLP were on brief, for appellees.



                          November 28, 2011




     *
         Of the Seventh Circuit, sitting by designation.
          RIPPLE,     Circuit     Judge.      Christine     Hines   originally

brought this action in Massachusetts state court against the State

Room, Inc., where she formerly was employed.1                In the amended

complaint, which was before the district court following removal,

Ms. Hines and her coplaintiffs sought unpaid overtime wages that

they claimed were due under the Fair Labor Standards Act (“FLSA”),

29 U.S.C. §§ 201-219, and related state statutes.             In addition to

the State Room, Longwood Events, Inc., Belle Mer, Inc. and James

Apteker   were     named   as    defendants.        After   various    further

amendments, including the addition of counterclaims, and following

discovery, the defendants sought summary judgment on the wage

claims.   The defendants asserted that the plaintiffs were exempt

from the overtime requirement because they were administrative

employees under the FLSA, 29 U.S.C. § 213(a)(1).              The plaintiffs

countered that their work did not involve sufficient discretion to

satisfy the exemption.          The district court determined that the

duties of the employees did involve substantial discretion and,

under our precedent, the exemption was applicable; accordingly,

partial summary judgment was entered for the defendants.                    The

plaintiffs   now    appeal.      They    continue   to   contend    that   their

employers have failed to demonstrate that they acted with any



     1
         Ms. Hines’s original complaint also listed Veronique
Corporation as a defendant and claimed that it was the State Room’s
corporate parent. Veronique Corporation was dropped as a defendant
in the amended complaint and terminated from the action in 2009.

                                        -2-
meaningful discretion and, therefore, to carry the burden of

demonstrating the applicability of the exemption.        Because the

district court correctly applied governing legal principles, we

affirm the judgment of the district court.

                                   I

                               BACKGROUND

A.   Facts

             The State Room and Belle Mer are affiliated banquet

facilities that “host high-end wedding receptions and other social

functions” in Boston, Massachusetts, and Newport, Rhode Island,

respectively.     R.78 at 2.   Individual defendant James Apteker is

the founder and president of the State Room and Belle Mer.

Longwood Events is an affiliated management company that provides

accounting and record-keeping services for the banquet facilities.

According to the complaint, Longwood is the corporate parent for

the State Room and Belle Mer, and the companies share common

management.

             The plaintiffs are former sales managers2 at one or both


     2
        According to their deposition testimony and their resumes,
the plaintiffs held different titles at various points in their
tenures with the defendant facilities. See, e.g., R.68-4 at 14-15
(Leporacci Dep. 61-62) (stating that she was given “a few different
titles . . ., but continued to perform the same duties no matter
what the title was” for the majority of her time working for the
defendants).    However, the plaintiffs themselves use the more
generic term “sales manager” in structuring their arguments in this
case.   The plaintiffs’ titles do not affect our analysis, and,
therefore, for ease of reading, we employ the plaintiffs’
terminology. See Reich v. John Alden Life Ins. Co., 126 F.3d 1, 10

                                  -3-
of the defendant facilities:   Ms. Hines was employed from 2006 to

2008 at the State Room; Mary O’Connor, at Belle Mer from 2007 to

2008; and Jessica Leporacci, at Belle Mer for several months in

2006, then at the State Room through 2008.     As sales managers, the

plaintiffs were the primary client contacts on behalf of the event

venues.   Principally, their role was to secure event business for

the company, either by use of a cold-call list kept by management

or in response to inquiries by potential clients.        When given a

cold-call list, the plaintiffs would assess which calls were likely

to generate business and would not make calls they determined would

be unproductive. See R.68-3 at 7 (O’Connor Dep. 34-35) (explaining

that, after researching a list of law firms to cold call, she would

not contact a firm of three attorneys to offer to host a holiday

party and agreeing that the research she did would help her

determine “whether to call or not”).        As part of their regular

tasks, plaintiffs spoke by phone and in person with potential

clients; they toured the facility with potential clients to sell

events; and they assisted clients in determining which venue and

time might be appropriate for an event and what minimum charges

would apply.   The goal behind this work was to commit a prospective

client to a contract for an event.     In addition to the efforts with

individual clients and prospective clients, the plaintiffs engaged



(1st Cir. 1997) (“[T]he particular title given to an employee is
not determinative[ of] an employee’s exempt status . . . .”).

                                 -4-
in broader sales efforts. For example, Ms. O’Connor testified that

she   marketed   Belle     Mer    by    attending      Chamber     of   Commerce    or

Convention     and    Visitors         Bureau     events      as    the   company’s

representative, again with the goal of “bring[ing] events to Belle

Mer.”     Id. (O’Connor Dep. 36).         To bring in business from within

her   assigned     nonprofit     sector,        Ms.   Hines    suggested    to     her

supervisor that she could develop a lunch presentation on “‘how to

plan a gala fundraiser for [a] non[]profit’” as a marketing tool.

R.68-20 at 2 (email from Hines to a supervisor).

            For the majority of the plaintiffs’ tenure with the

defendant facilities, their duties extended beyond securing the

basic sale and event contracts.            They were required to work with

clients to design details and menus that would meet each client’s

expectations;3 they prepared internal order forms that explained

every detail of the event for the operations staff; and from time

to time, they attended events to ensure that the client’s wishes

were carried out.     As Ms. O’Connor stated in her deposition, “Soup

to nuts is what I was doing back then.                You didn’t have any events

managers.    You ran the whole thing.”            R.68-3 at 14 (O’Connor Dep.

69); id. at 12 (O’Connor Dep. 59) (confirming that her duties

included “[c]oordinat[ing] the setup, design, [and] execution of

the   wedding”);     see   also    R.68-4        at   15   (Leporacci      Dep.    63)


      3
        See, e.g., R.68-4 at 13 (Leporacci Dep. 55) (explaining
that she would make suggestions for an event and “could create a
custom menu with the chef”).

                                         -5-
(describing her work as an events manager as including organizing

“tastings, menu selection, . . . linen selection, design of the

space, [and] everything else that goes into planning an event”);

R.68-2 at 8 (Hines Dep. 44-45) (answering affirmatively when asked

if   she   “work[ed]    closely   with   nonprofit   board   committees    in

researching, designing and executing events”). The plaintiffs were

responsible    for     maintaining   a   relationship   with   clients    and

satisfying client needs in the course of their event planning with

the defendant venues.        See R.68-15 (contemporaneous email from

supervisor to sales and events management staff stating, “[I]t is

your responsibility to proactively manage client expectations and

obligations.    You are accountable for the ‘life’ of this client

while they book, and then plan and execute their event with us.”);

R.68-2 at 18 (Hines Dep. 123) (agreeing that her job was to “keep

the client happy” from the initial contact through the actual

event).

      Indeed, the picture that emerges from the record is one in

which the primary role of sales managers was to secure a steady

stream of business by selling each prospective client on a package

of options--location, timing, atmosphere, design, food and the

like, all within the client’s budget--and by ensuring that each

event so planned was a success.          See R.68-3 at 10 (O’Connor Dep.

51-52) (explaining the process of creating an event within a

client’s budget); id. (O’Connor Dep. 50-51) (“[T]his is a one-time


                                     -6-
event, let’s make it the most incredible thing you will ever have

in your life.   Even if you have a small budget, let’s still make it

the most breathtaking thing that could ever happen to you, and how

that is going to happen is customer service.                      You have got to

believe in me.”).      In so doing, the sales managers secured clients

one at a time, but also worked to maintain and enhance the

reputation of their venues as a desirable location for custom,

high-end events for private and nonprofit clients.                   See R. 68-2 at

21   (Hines    Dep.    145)        (confirming     that     her     tasks    included

“develop[ing] relationships with” clients and “encourag[ing] repeat

business”); see also R.72-8 at 8 (Longwood Events Sales Handbook)

(instructing     sales        staff      to     “[c]apitalize       on      re-booking

opportunities immediately” while clients “have positive feelings

about their event”).4

          The       record    also      establishes    some       things    that   the

plaintiffs    did    not     do    in   the   course   of   their    daily     work.

Specifically, the plaintiffs had virtually no authority to make any

financial decisions.              When working with a potential client to

secure an event contract, the sales managers were bound by price

schedules controlled by management that dictated minimum charges

for particular rooms based on the times and dates of the event.


     4
        See also R.68-21 at 2-3 (email chain in which Ms. Hines’s
supervisor congratulates her on a successful event in which a
nonprofit raised $200,000 and instructs her to “quote these numbers
when wooing the big non[]profits,” a suggestion with which
Ms. Hines agrees).

                                          -7-
R.68-3 at 5 (O’Connor Dep. 28) (noting that the prices and minimums

“don’t change” and that “[t]here is no wavering unless you want to

marry in the winter”).    Beyond the event minimum, each option a

client might select for a particular event carried a price already

fixed by management, the sum of which defined the total cost for

the entire event, and sales managers were not permitted to deviate

or discount in any way without management’s approval.           See, e.g.,

R.72-8 at 6 (Longwood Events Sales Handbook) (“Do not provide

discounts or lower [food and beverage] minimums without Sales

Director approval.”); id. at 7 (“[A]ny discounts are with a Sales

Director’s approval only.”).    Further, although they signed final

event contracts as representatives of the defendant businesses,

they were permitted to do so only when management had approved the

terms.   R.72-9 at 4 (Gullins Aff.).      Indeed, they were prohibited

expressly   from   creating   any    financial    obligations    for   the

businesses without management approval. R.72-8 at 3-4 (emails from

supervisor forbidding the staff from creating “obligation[s]” for

the company without prior approval); see also R.72-9 at 4 (Gullins

Aff.).   They did not generate the form contracts or intake forms

that they used to structure their interactions with clients and to

forward client information to management.        Id. at 3.   They were not

supervisors and had no direct authority over any other staff.          Id.

They were not policy-makers for their respective businesses.           See

id. at 4.


                                    -8-
            The plaintiffs were guided by the Longwood’s Events Sales

Handbook, which presents “[t]he Longwood Events Way of Selling.”

R.72-8 at 6.     Some of the instructions provided are specific and

directive, such as “do not hold dates beyond the 7-day timeframe,”

id., or “[n]ever match a deal from last year,” id. at 7.                Equally

often,   however,   the   handbook’s     instructions      are    generalized,

strategic   or   aspirational.     See    id.   at    6   (“Always     take   the

customer[’s] perspective.        Anticipate what they would want and

listen to what they are asking for.         Roll up your sleeves and do

whatever it takes to ensure the customer has a great impression of

[Longwood Events] and the venue, enlisting operations and kitchen

where necessary.”); id. at 7 (“Always make a concerted effort to

up[]sell . . . .”); id. (“Make sure the menu fits the event.                  Are

we selling something requiring a knife and fork for an event which

is intended to have a cocktail feel and light seating?”).                      In

addition to the directions provided by the handbook, the defendant

businesses provided a scripted response to one specific question

that sales managers sometimes received regarding an affiliated

venue, the development of which the defendants had abandoned.                 The

vast majority of the plaintiffs’ work as sales managers, however,

involved    unscripted    conversations    with      clients     and   potential

clients.

            Ms. Hines earned $77,000 a year in her role, second in

the department only to the director of sales; Ms. O’Connor earned


                                   -9-
$48,000;     Ms.   Leporacci     earned    between    $28,000   and    $36,000.

Although the plaintiffs claimed to have worked more than forty

hours per week on a consistent basis--indeed, the offer letters

that they received expressly stated that they would work forty-five

to fifty-five hours per week5--they did not receive overtime pay

during     their   tenure   as    sales    managers   because   the     defendant

businesses designated them as “exempt” employees for purposes of

overtime laws.      Although they were required to punch-in for some

portion of their tenure, they were not required to keep specific

hours.

             All of the plaintiffs had left the defendants’ employ by

the time this action was commenced.             When Ms. Hines resigned in

2008, she requested a severance, which was denied.                    Mr. Apteker

claims that,       when   Ms.    Hines    was informed   that   severance was

unavailable, he heard her mumble something that he understood to be

a threat that she would go after the company and “find a way” to

get the denied severance.          R.76-8 at 4 (Apteker Dep. 125).

B.   District Court Proceedings

             After being granted leave by the Massachusetts Attorney

General’s Office, Ms. Hines filed a class action complaint in the

Massachusetts state courts alleging violations of the Massachusetts

and federal overtime laws on behalf of herself and a putative



       5
           R.68-2 at 11 (Hines Dep. 84); R.68-4 at 11 (Leporacci Dep.
46).

                                         -10-
class.     She alleged that the State Room improperly had classified

her   as   an    exempt   employee    in   order    to   avoid       its   overtime

obligations.      The State Room removed the action to the district

court.

            In an amended complaint filed in federal court, Ms. Hines

removed her class action allegations, added Ms. O’Connor and

Ms. Leporacci as plaintiffs and added Belle Mer, Longwood and

Mr. Apteker6 as defendants.          The amended complaint included seven

claims under the FLSA and related Massachusetts and Rhode Island

wage and hour laws.

            In    response,   the      defendants    filed       a    state    tort

counter-claim for abuse of process. They claimed that the overtime

suit was in retaliation for the denial of Ms. Hines’s requested

severance.      Ms. Hines, in turn, counter-claimed that the abuse of

process allegation was made in retaliation for filing the initial

suit, relying on the anti-retaliation provision in the FLSA, 29

U.S.C. § 215(a)(3).

            Following discovery, the defendants moved for summary

judgment on the original wage claims.              Ms. Hines sought summary

judgment on her retaliation claim.           The district court granted the

defendants’ motion for summary judgment and denied Ms. Hines’s

motion.    The court set forth the relevant portion of the FLSA and


      6
        Mr. Apteker was added pursuant to a state statute that
deems corporate principals “employers” responsible for wage and
hour violations. See Mass. Gen. Laws ch. 149, § 148.

                                      -11-
the regulations and noted that the central issue in the case was

whether the plaintiffs had exercised sufficient discretion and

independent judgment in their work to be classified properly as

administrative employees exempt from the overtime requirement. The

court acknowledged that the FLSA places the burden on the employer

to establish the applicability of the exemption and that the courts

have required that the exemption be drawn narrowly against the

employer.      However, the court found this circuit’s decisions in

Cash v. Cycle Craft Co., 508 F.3d 680 (1st Cir. 2007), and Reich v.

John   Alden   Life   Insurance    Co.,   126    F.3d   1   (1st   Cir.   1997),

instructive and determined that they were strong support for the

defendants’ position in the present case.               The court concluded

that, like the plaintiffs in Cash and John Alden, the plaintiffs

here had a primary task of communicating with clients and assessing

client   needs.       Although    a   handbook    guided     these   important

interactions, it did not script them; instead, the plaintiffs’ work

required a significant measure of judgment in all of their daily

interactions.     The plaintiffs were “the primary conduit between

defendants and their clients,” and their “efforts constituted major

assignments . . . affecting a substantial portion of defendants’

business.”     R.78 at 18.       Further, although the options that the

plaintiffs presented to clients for various services were pre-

priced by management, the plaintiffs “determined for themselves how

best to fit those options to the needs of each individual client.”


                                      -12-
Id.   That plaintiffs’ supervisors had the authority to review and

approve,     noted      the    court,     was     not    dispositive         under      the

regulations.         After       reviewing       the    evidence,         including     the

plaintiffs’ own descriptions of their work for the defendants on

their personal resumes, which the opinion set forth in full, the

court    concluded      that    the   employers        had   established         that   the

plaintiffs fell properly within the administrative exception.

            The court did acknowledge that, with respect to many of

the factors identified in the regulations as relevant to the

application of the administrative exemption, the plaintiffs had

demonstrated questions of fact.               The court, moreover, noted that

the     plaintiffs      had    produced      evidence        that     weighed     against

determining      that     they    were     properly       classified         within     the

administrative exemption:             They did not shape (indeed, they were

required    to   follow)       management’s       policies,         and   they   did    not

negotiate or obligate financially the defendants.                          Further, the

district court concluded that, in its view, taking the evidence in

the light most favorable to the plaintiffs, they did not have

meaningful discretion regarding the selection of potential clients

to approach.         Nevertheless, the court found that the evidence

clearly demonstrated that the plaintiffs “exercised discretion and

independent judgment in determining how to assemble an event to

suit each client’s taste.”                Id. at 19.          Accordingly, summary

judgment was entered for the defendants on the wage claims.


                                          -13-
           The district court further ruled that disputed issues of

fact remained on the abuse of process claim against Ms. Hines, and

therefore denied summary judgment on that counter-claim.        The

parties then jointly moved for entry of a separate judgment under

Rule 54(b), which the district court entered upon concluding that

the ruling on the wage claims was final and that there was no

persuasive reason for delay.7    Proceedings on the counterclaims

were stayed pending the outcome of this appeal.

                                 II

                             DISCUSSION

A.   Standard of Review

           We review a district court’s grant of summary judgment de

novo.    Hunt v. Golden Rule Ins. Co., 638 F.3d 83, 86 (1st Cir.

2011).    Summary judgment is proper where there is no genuine

dispute of material fact and the moving party is entitled to

judgment as a matter of law.     Fed. R. Civ. P. 56(a).     “In the

typical case, we will reverse a grant of summary judgment only if,

making all factual inferences in favor of the non-moving party, a



     7
         Consistent with the duties prescribed in Spiegel v.
Trustees of Tufts College, 843 F.2d 38, 43 (1st Cir. 1988), and its
progeny, we independently have examined the propriety of a Rule
54(b) certification in the present case and are satisfied that the
district court acted within its sound discretion. Specifically, we
agree that the ruling upon which judgment was entered was final.
Further, we agree that, given the separate factual bases for the
claims at issue here and those still unadjudicated in the district
court, the court was entitled to conclude that there was “‘no just
reason for delay.’” Id. (quoting Fed. R. Civ. P. 54(b)).

                                -14-
rational factfinder could resolve the legal issue for either side.”

D & H Therapy Assocs., LLC v. Boston Mut. Life Ins. Co., 640 F.3d

27, 34 (1st Cir. 2011).8

B.   The FLSA and the Department of Labor’s Regulations

           The FLSA of 1938, as amended, establishes a federal

minimum wage and restricts youth labor.      See 29 U.S.C. §§ 201-219.

In addition, the Act requires overtime pay--payment at the rate of

one and one-half of the regular rate--for all hours worked in

excess of a forty-hour work week.       Id. § 207(a)(1).     The statute

also sets forth various exemptions from the overtime requirement.

Relevant to the present case, the overtime requirement in § 207

does not apply to “any employee employed in a bona fide executive,

administrative, or professional capacity . . . (as such terms are

defined and delimited from time to time by regulations of the

Secretary . . .).”    Id. § 213(a)(1).

           Pursuant   to   the   statute’s    express     delegation   of

rulemaking   authority,    the    Secretary    has      issued   detailed

regulations, following notice-and-comment procedures, defining each



     8
        We note the plaintiffs’ objections to the district court’s
factual conclusions at summary judgment and, in particular, to the
use of the plaintiffs’ resumes in determining their job duties.
The plaintiffs would have us disregard the resumes because, in
their view, it is common practice to include puffery about one’s
own importance or achievements within any given position. We see
no reason to set forth a categorical rule regarding the use of
resumes in FLSA litigation. Our obligation on review of summary
judgment dictates the manner in which we view all of the evidence
of record, including the plaintiffs’ resumes.

                                 -15-
of the exemptions in § 207.   See generally 29 C.F.R. Part 541; see

also 29 U.S.C. § 213(a)(1) (providing authority); John Alden, 126

F.3d at 7-8 (discussing the regulations).

          The regulations in effect at the time of the plaintiffs’

employment provide a single three-prong test9 for determining

whether an employee qualifies for the administrative exemption:

          (a) The term “employee employed in a bona fide
          administrative capacity” in section 13(a)(1)
          of the Act shall mean any employee:

               (1) Compensated on a salary or fee
               basis at a rate of not less than
               $455 per week (or $380 per week, if
               employed   in  American   Samoa by
               employers other than the Federal
               Government), exclusive of board,
               lodging or other facilities;

               (2) Whose primary duty is the
               performance of office or non-manual
               work   directly   related  to   the
               management   or  general   business
               operations of the employer or the
               employer’s customers; and


     9
        In 2004, the Department of Labor amended the regulations
governing administrative employees. Prior to the amendment, the
regulations allowed employers to demonstrate an employee’s
qualification for the exemption under one of two tests, the “long
test” and the “short test.” The long test covered lower-income
employees; within a certain salary range, an employer was required
to demonstrate that more stringent requirements were satisfied to
establish an exemption. When an employee earned above the range
included in the long test, the exemption could be demonstrated
using the simpler short test. The long test no longer exists; the
short test was modified in the new regulations and is now called
the “standard test.” It applies to all employees that an employer
seeks to designate as exempt administrative staff. See generally
Defining   and   Delimiting    the   Exemptions    for   Executive,
Administrative, Professional, Outside Sales and Computer Employees;
Final Rule, 69 Fed. Reg. 22122 (Apr. 23, 2004).

                                -16-
                   (3) Whose primary duty includes the
                   exercise    of    discretion     and
                   independent judgment with respect to
                   matters of significance.

29   C.F.R.    §   541.200(a).        The   sections      that   follow   provide

substantial further direction regarding the implementation of this

standard test for the administrative exemption, and we shall

address   them     in   significant    detail     below    as    we   analyze   the

application of the regulatory mandate to the case before us.

              At the outset, we note that we are guided by a general

interpretive principle.          Because of the remedial nature of the

statute, the Supreme Court has emphasized that the exemptions

should be “narrowly construed” and “limited to those establishments

plainly and unmistakably within their terms and spirit.” Arnold v.

Ben Kanowsky, Inc., 361 U.S. 388, 392 (1960); see also John Alden,

126 F.3d at 7 (quoting Arnold).

              The parties concede, and the record is clear, that the

sales managers were compensated on a salary basis at a level in

excess of the required $455 per week.            The parties also agree that

the second prong, see 29 C.F.R. § 541.200(a)(2), which requires

that   the    qualifying    employee’s        “primary    duty   [must    be]   the

performance of . . . work directly related to the management or

general business operations of the employer or the employer’s

customers,” is met.        The regulations further provide:

              The phrase “directly related to the management
              or general business operations” refers to the
              type of work performed by the employee. To

                                       -17-
            meet this requirement, an employee must
            perform work directly related to assisting
            with the running or servicing of the business,
            as distinguished, for example, from working on
            a manufacturing production line or selling a
            product in a retail or service establishment.

Id. § 541.201(a).

            We agree with the parties that the second prong is met.

As our decisions in John Alden, 126 F.3d 1, and Cash, 508 F.3d 680,

make clear, the work performed by Ms. Hines, Ms. Leporacci and

Ms. O’Connor properly is considered administrative.            The principal

business of the defendant employers is providing banquets.                The

sales aspect of the defendants’ businesses, although necessary to

their success, is clearly ancillary to the principal function of

actually    providing    the    banquet      services   themselves.        The

plaintiffs’ own descriptions of their duties further make clear

that they    were    focused   on   more    than   simple   individual   sales

transactions.       With respect to each individual transaction, the

sales managers’ own testimony indicates that they did not simply

close contracts.      Instead, they worked with each client to create

a custom event in all of the particulars.           Further, they worked to

establish long-term relationships, to keep clients happy and to

maintain the overall reputation of their employers.             Accordingly,

the second prong of the administrative exemption is satisfied.



C.   Discretion Regarding Matters of Significance

            The parties’ real dispute in this case concerns the third

                                     -18-
prong of the administrative exemption, whether the employees’

“primary duty include[d] the exercise of discretion and independent

judgment with respect to matters of significance.”            29 C.F.R.

§   541.200(a)(3).   The   regulation   itself   provides   substantial

further guidance on this point:

           (a)   To   qualify    for   the   administrative
           exemption, an employee’s primary duty must
           include the exercise of discretion and
           independent judgment with respect to matters
           of significance. In general, the exercise of
           discretion and independent judgment involves
           the comparison and the evaluation of possible
           courses of conduct, and acting or making a
           decision after the various possibilities have
           been considered.        The term “matters of
           significance”    refers    to   the   level   of
           importance   or    consequence   of   the   work
           performed.

           (b)   The phrase “discretion and independent
           judgment” must be applied in the light of all
           the   facts    involved  in   the   particular
           employment situation in which the question
           arises. Factors to consider when determining
           whether an employee exercises discretion and
           independent judgment with respect to matters
           of significance include, but are not limited
           to:   whether the employee has authority to
           formulate, affect, interpret, or implement
           management policies or operating practices;
           whether the employee carries out major
           assignments in conducting the operations of
           the business; whether the employee performs
           work that affects business operations to a
           substantial degree, even if the employee’s
           assignments are related to operation of a
           particular segment of the business; whether
           the employee has authority to commit the
           employer in matters that have significant
           financial impact; whether the employee has
           authority to waive or deviate from established
           policies    and   procedures   without   prior
           approval; whether the employee has authority

                                -19-
          to   negotiate  and   bind   the company    on
          significant matters; whether the employee
          provides consultation or expert advice to
          management; whether the employee is involved
          in planning long- or short-term business
          objectives; whether the employee investigates
          and resolves matters of significance on behalf
          of management; and whether the employee
          represents the company in handling complaints,
          arbitrating disputes or resolving grievances.

          (c) The exercise of discretion and independent
          judgment implies that the employee has
          authority to make an independent choice, free
          from immediate direction or supervision.
          However, employees can exercise discretion and
          independent judgment even if their decisions
          or recommendations are reviewed at a higher
          level.     Thus, the term “discretion and
          independent judgment” does not require that
          the decisions made by an employee have a
          finality that goes with unlimited authority
          and a complete absence of review.          The
          decisions made as a result of the exercise of
          discretion   and   independent  judgment   may
          consist of recommendations for action rather
          than the actual taking of action. The fact
          that an employee’s decision may be subject to
          review and that upon occasion the decisions
          are revised or reversed after review does not
          mean that the employee is not exercising
          discretion and independent judgment. . . .

          . . .

          (e) The exercise of discretion and independent
          judgment must be more than the use of skill in
          applying     well-established     techniques,
          procedures or specific standards described in
          manuals or other sources. . . . The exercise
          of discretion and independent judgment also
          does not include clerical or secretarial work,
          recording or tabulating data, or performing
          other mechanical, repetitive, recurrent or
          routine work. . . .

Id. § 541.202.


                              -20-
            The plaintiffs contend that they perform virtually none

of the duties outlined as “[f]actors to consider” in subsection

541.202(b), that they do not have “authority to make an independent

choice,    free   from    immediate    direction    or    supervision,”     id.

§ 541.202(c), and that their work, properly characterized, involved

more skill than discretion, see id. § 541.202(e).             In particular,

the plaintiffs focus on their lack of any authority to make any

decisions of financial consequence to their employers, their lack

of supervisory authority and their lack of policy-making authority.

            Again, we begin with our own precedents in John Alden and

Cash.   In John Alden, 126 F.3d 1, we evaluated a claim by marketing

representatives who alleged that John Alden Insurance Co. had

misclassified them as exempt and denied overtime in violation of

the FLSA. The marketing representatives each worked with a list of

independent field agents, not employed by John Alden, who worked

directly with end customers seeking insurance.              Those agents, in

turn, would recommend a variety of insurance products to consumers,

including those offered by John Alden’s competitors. The marketing

representatives, who were charged with presenting their employer’s

insurance products to the field of independent agents, did so

primarily   through      “maintain[ing]      constant    contact   with    [the]

agents.”      Id.   at    3.    In     an    individual    sales   call,    the

representative attempted to engage the agent in an unscripted

conversation about John Alden’s product offerings in the way they


                                      -21-
determined would market most successfully those offerings ahead of

those offered by the competition. Although there were weekly sales

meetings at which the representatives were presented with suggested

points of emphasis, it was left to an individual representative to

determine which particular products to present and discuss in any

given conversation, drawing on his own knowledge of the agent’s

customer base as well as John Alden’s new offerings.       Id. at 13.

Beyond the marketing aspect of representatives’ daily work, they

also continued to follow sales that already had been made.

Specifically, once an agent’s customer elected to purchase a

John Alden product, the representative would “act[] as a conduit”

between the purchasing party and John Alden’s own underwriting

department.    Id. at 4.        Their role in actually processing a

transaction,   however,   was   limited.   They   “d[id]   not   set    or

negotiate prices or terms of insurance, nor d[id] they have any

authority to approve or deny an application, as [that was] done

solely by the underwriting department.” Id. We concluded that, on

those facts, the representatives exercised sufficient discretion to

warrant the exemption and, therefore, affirmed the grant of summary

judgment to the employer.

          In Cash, the plaintiff customer service manager was

responsible for ensuring that motorcycles were “outfitted and

delivered . . . according to the particular purchase order.”           508

F.3d at 682.   Following delivery, he would “stay in touch with the


                                  -22-
customers and make sure that they were satisfied.”                   Id.   On these

facts, we also concluded that the customer service manager was

required to use discretion and independent judgment in performing

his primary duties of communicating with customers concerning their

orders.     Again, we focused on the fact that he was required to

“react[] to the unique needs of [the employer’s] customers.”                     Id.

at 686.

            Even when the record in the present case is evaluated in

a light most favorable to the plaintiffs, as we must on summary

judgment,    the work     performed     by   Ms.    Hines,    Ms.    O’Connor    and

Ms.   Leporacci   exhibits      a     similar      level   of    discretion     and

independent    judgment    to   the    discretion      that     we   already    have

determined to be sufficient for the exemption. Like the plaintiffs

in John Alden and Cash, the plaintiffs here had a primary duty of

engaging potential clients and assisting them in selecting from

various options from the employers’ offerings.                  Indeed, although

the options from which a client could select in any given category

were finite, the goal of the sales team was to create a truly

custom event for each client.          In our view, working with a client

to create a custom product, personalized to individual tastes and

budgets, exhibits at least as much creative freedom as the John

Alden plaintiffs had in marketing insurance plans that they had no

authority to create, modify or repackage to suit an individual

client.     In proposing options for an event within a budget, the


                                      -23-
sales managers did not operate within “a prescribed technique or

‘sales pitch.’”      See John Alden, 126 F.3d at 14.     Instead, they

were guided by the instructions in the Longwood Events Sales

Handbook.   That handbook contained certain limited iron rules, but

largely provided guidelines.      The rules were not so numerous nor

the guidelines--to upsell where possible, to make sure menus fit

the tone of an event and the like--so specific as to cabin the

judgment that the plaintiffs were required to exercise in engaging

with clients   and    prospective clients.       Such work   requires   a

significant degree of “invention, imagination and talent,” id. at

7 (internal quotation marks omitted).         See id. at 14 (“[T]o the

extent that the marketing representatives receive guidance about

products to emphasize and suggested points to make with agents,

they nonetheless exercise discretion in applying this instruction--

for instance, in determining which agent may have an interest in [a

particular] product, or in fashioning bid proposals that meet the

needs of the agent’s customers.”); Renfro v. Indiana Michigan Power

Co., 497 F.3d 573, 577 (6th Cir. 2007) (noting, in the course of

finding adequate discretion among nuclear power plant employees,

that the technical manual they used “provide[d] a guideline on how

to   develop   a     procedure,   not    an   encyclopedia   of   strict

requirements”); Kennedy v. Commonwealth Edison Co., 410 F.3d 365,

374 (7th Cir. 2005) (noting that the plaintiffs’ discretion may be

channeled by applicable regulations without defeating the existence


                                  -24-
of sufficient discretion).

             The plaintiffs repeatedly have emphasized all of the

matters     about     which   they    had   no   authority   and    exercised   no

discretion, primarily those involving their employers’ finances and

contractual obligations. In both John Alden and Cash, however, the

respective plaintiffs had similar restrictions.                    “[W]hether the

employee has authority to commit the employer in matters that have

significant financial impact” is a factor that the regulations

instruct us to consider, 29 C.F.R. § 541.202(b); it is not,

however, a requirement that must be satisfied to demonstrate that

an   employee    exercises      independent      judgment.    The     regulations

likewise provide that an employee’s discretionary actions need not

“have a finality that goes with unlimited authority and a complete

absence of review.”            Id. § 541.202(c).       The fact that, after

engaging a potential client and arriving at a proposed agreement

for a      banquet,    the    sales   managers    submitted the      proposal   to

management for approval does not, therefore, detract from the

judgment that was exercised in arriving at the proposal in the

first instance.10


      10
         For this reason, we are not persuaded by the plaintiffs’
arguments that the district court failed to consider “powerful,
uncontroverted evidence,” Appellants’ Br. 33, in their favor in the
form of the affidavit of a former supervisor, Jennifer Gullins. As
with much of the plaintiffs’ argument before this court, the
Gullins affidavit tells the court much of what the plaintiffs did
not do, but does not provide substantial assistance in determining
what the plaintiffs daily activities included and whether, in
performing those duties, the plaintiffs exercised discretion.

                                        -25-
           The plaintiffs rest their argument in large part on the

recent decision of the Second Circuit in In re Novartis Wage &

Hour Litigation, 611 F.3d 141 (2d Cir. 2010).          According to the

plaintiffs, Novartis establishes that the function of a court

reviewing the discretion prong is to “analyz[e] all ten factors set

forth in 29 C.F.R. § 541.202(b).” Appellants’ Br. 36.         We disagree

that Novartis suggests broadly that a simple evaluation of the

regulation’s exemplary list of factors to be considered among “all

the facts involved in the particular employment situation in which

the   question    arises”   provides   a   determinative   answer   to   the

ultimate question whether an employee exercises discretion. See 29

C.F.R. § 541.202(b); id. (noting that the “[f]actors to consider

. . . include, but are not limited to” the ten listed items).             In

our view, Novartis did not suggest a new methodology; it simply

emphasized that, on the facts before it, the employer had not shown

that the employees exercised meaningful discretion.           Although it

identified the factors specifically listed in the regulation, the

court went on to evaluate the specific tasks identified by the

employer as discretionary and found none sufficient to warrant the

application of the administrative exemption.        Indeed, the preamble

to the current regulations identifies a host of factors, other than

those listed in the regulations themselves, that courts have found

sufficient   to   demonstrate   that   employees   exercise   independent




                                   -26-
judgment.11        We decline to impose an unnecessary rigidity on the

circumstance-specific analysis called for in the regulations.

              Finally, we conclude that the record firmly establishes

that    the    matters     about     which    the    sales      managers    exercised

discretion are matters of significance to the employer.                        See 29

C.F.R. § 541.200(a)(3).            As was the case in John Alden, the sales

and customer service position that each plaintiff occupied is

integral to the functioning of the employers’ businesses.                           The

sales managers were the face of the businesses to prospective

clients, and the judgment that they exercised concerned how best to

represent the employers and to develop a proposal that would

attract the prospective clients to a contract with the venues.

              In    sum,   the    record     in   this   case     reveals    that   the

plaintiffs     exercised         adequate    discretion      to   come     within   the

boundaries of our precedents and the guidance from the Department

of Labor.      The district court properly concluded that, under the

law of this circuit, the plaintiffs were exempt administrative



       11
        See 69 Fed. Reg. at 22144 (identifying as other relevant
considerations an “employee’s freedom from direct supervision,
personnel responsibilities, troubleshooting or problem-solving
activities on behalf of management, use of personalized
communication techniques, authority to handle atypical or unusual
situations, authority to set budgets, responsibility for assessing
customer needs, primary contact to public or customers on behalf of
the employer, the duty to anticipate competitive products or
services and distinguish them from competitor’s products or
services, advertising or promotion work, and coordination of
departments, requirements, or other activities for or on behalf of
employer or employer’s clients or customers”).

                                           -27-
employees.

D.    State Causes of Action

            The plaintiffs acknowledge that their state law claims

are   “dependent   upon     and    derivative    of”   their   FLSA   claims.

Appellants’ Br. 15 n.5.           Our disposition of their FLSA claims on

the merits resolves the state claims as well.             See Cash, 508 F.3d

at 686-87; Valerio v. Putnam Assocs. Inc., 173 F.3d 35, 40 (1st

Cir. 1999).

                                    Conclusion

            We   conclude    that     the   plaintiffs   appropriately    were

classified as exempt administrative employees for the purposes of

the FLSA and relevant state overtime laws. We therefore affirm the

district court’s entry of summary judgment on the wage claims for

the defendant.

            AFFIRMED.




                                       -28-
