From: George dePue
Sent: February 11, 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 enact rulemaking on executive compensation disclosure. Too often executives are excessively paid, even when their companies' performance is deficient. Without better disclosure, the American people as a whole, workers, and shareholders cannot evaluate whether executive pay packages.

The proposed rules would make this information more accessible.
The requirements to disclose total compensation, pensions and detailed compensation breakdowns would make it clear how much top executives are being paid 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, an amount that is more than four times the average worker's annual pay of $27,460. Shareholders know of directors' potential conflicts of interest.

I also urge the SEC to require that companies disclose pay-for-performance data. For investors to know how pay relates to executive performance, companies must explain clearly what performance is required for any particular pay-level. I urge the SEC to require companies to disclose both the performance criteria when setting executive pay.

George dePue