From: Linda Richmond
Sent: April 6, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

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 excessively 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.

I also urge the SEC to require that companies disclose pay-for-performance data.

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 the:
- Performance criteria.
- Performance targets they use when setting executive pay.

Thank you for considering my opinion on this.


Linda Richmond
218 Lighthouse Wy
Freeland, Washington 98249