From: Deborah Theodore
Sent: April 6, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I urge the SEC to pass the proposed rule on executive compensation disclosure. Why should executives be richly rewarded when their companies' performance is below par.
Executive pay packages unjustly enrich executives at the cost of shareholders, employees and the general public. We need better disclosure rules and rules for fair compensation that don't exploit working (non-management) people.
The newly proposed rules will make this crucial information more accessible to shareholders and the public. The new requirements to disclose total compensation figures, pensions and detailed compensation breakdowns will make it clear exactly how much top executives are earning and why.

I believe that CEO pay should be set by independent directors.
Under the proposed rule, a director could secretly do $120,000 in business with a company, an amount that is more than four times the average worker's annual pay of $27,460. Shareholders should be told if directors have potential conflicts of interest, no matter what the amount.

I also urge the SEC to require that companies disclose pay-for-performance data. In order for investors to understand how pay and performance match up, companies need to explain more clearly what level of performance is necessary for a particular level of pay. I urge the SEC to require companies to disclose both the performance criteria and the performance targets they use when setting executive pay.


Deborah Theodore
211 Belmont St
Belmont, Massachusetts 02478