From: Herbert Engman
Sent: April 6, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

AS one who has worked with low-income families all my career, I am acutely aware of the need for narrowing the gap between the wealthy and poor in the U.S. As one who is close to retirement, I am also aware of the fact that over-paid people are able to live a retiired life of luxury while some they supervised have trouble making ends meet.

I am writing to urge the Securities and Exchange Commission to act on its proposed rule making on executive compensation disclosure. Too often executives are richly rewarded even when their companies' performance is below par. Without better disclosure, shareholders, employees and the general public cannot evaluate whether executive pay packages are unjustly enriching executives at shareholder cost or providing fair compensation.

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. This is true for those of us who are elected officials; it is no big hardship for us or business executives.

I also urge the SEC to require that companies disclose pay-for-performance data. In order for investors like me 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.


Herbert Engman
120 Warren Road
Ithaca, New York 14850