From: Susan Michetti
Sent: February , 2007
Subject: File No. S7-03-06

SEC Chairman Christopher Cox

Dear [ SEC Commissioners ],

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.

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.

I am also in favor of all earnings over $1 million dollar be taxed at 100% to help balance the budget. It's time the fat cats that lead these companies at great cost to the public in terms of health problems from environmental pollution, in terms of financial hardship from not paying their workers adequately in comparison to their own rewards, and in terms of the democratic inequality that the lack of money sets up in our society creating an unequal playing field when the goal should be equality and liberty for all. Excessive corporate chief compensation is anti-American, anti-democratic, anti-patriotic.

susan michetti