From: Dan Lindsay
Sent: April 6, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

The Securities and Exchange Commission should adopt its proposed rule on executive compensation disclosure. I am sick of executives who get million-dollar bonuses on top of large salaries, while the stock goes in the tank and workers are laid off. And those payments, egregious as they are, are often overshadowed by what the public and the shareholders do not see.
We need fuller disclosure, so shareholders, employees and the general public can see the full magnitude of executive compensation.

Your proposed rules will make this information more accessible to shareholders and the public. The new requirements to disclose total compensation figures, pensions, and detailed compensation breakdowns will let everyone see how much top executives are getting and why.

Furthermore, CEO pay should be set by truly independent directors. Under the proposed rule, a director could secretly do $120,000 in business with a company, four times the $27,460 an average worker makes, and still be called "independent."
Shareholders should be told if directors have any potential conflicts of interest, no matter how small.

The SEC should also require that companies reveal the performance standards which executives must meet to earn their bonuses. In some cases, it seems that breathing is the only standard a CEO must meet in order to get hundreds of thousands in bonus. Investors should be able to understand how pay and performance match up, so companies need to explain clearly what standards are used to decide whether executives get their performance bonuses, and who sets those performance goals. I urge the SEC to require companies to disclose both the criteria and the goals they use when setting executive pay.

Thank you for your kind attention.


Dan Lindsay
2390 Kaiwiki Rd.
Hilo, Hawaii 96720