From: Joan Fassett
Sent: April 6, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

What is ungainly?
In anything : the first chapter of a book, top portion of a painting, an economy : an overload of Weight at the Top : an obesity of investment at the top which does not "trickle down" all its ugliness, inequity, monstrous audacity and absence of integrity is both your hidden largesse in contract and the golden parachute but our wealthiest Americans now include, too, the absence of equitable taxation. And not only CEOs, but, please, corporations of America, too. Thank you.

I'm writing to urge you, the Securities and Exchange Commission, to act on this proposed rule making 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 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.


joan fassett
2007 east oakland avenue
bloomington, Illinois 61701-5756