Subject: File No. DF Title IX - Executive Compensation
From: Mark Gressle
Affiliation: Managing Director, Gressle McGinley

September 14, 2010

Section 952
Independence of Compensation Consultant
Item (B) the amount of fees received from the issuer by the person that employs the compensation consultant as a percent of total fees.

Comment: This needs two tests - percent of fees received (as written above) and a dollar amount (i.e., $200,000). The reason is that small compensation consulting practices often provide a large amount of service to a few clients. On a percentage test alone, the percent would be very high (maybe 33% of total revenue).

Likewise, for a large consulting practice where the percentage of total fees is low, there could a continuing conflict if the consultant provides a large amount of service to one or two clients, but is also told by his employer that his job is contingent on him retaining the client.