April 7, 2005

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I urge the Securities and Exchange Commission to act on its proposed rule making on executive compensation disclosure.

Please do not water down the proposal. Executives should have to disclose everything.

Corporations can not hide the true compensation of its executives. And some compensation is not even reportable.

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.

CEO pay should be set by independent directors. Under the proposed rule, a director could secretly do $120,000 in business with a company. Shareholders should be told if directors have potential conflicts of interest.

Companies should be compelled to disclose pay-for-performance data. I urge the SEC to require companies to disclose both the performance criteria and the performance targets they use when setting executive pay.


Jim Matthews
2373 McCloud St.
Denver, North Carolina 28037