Subject: File No.
From: John J Stewart, CFA
Affiliation: Digital Realty

March 23, 2017

The CEO pay ratio rule poses an undue burden on registrants, and implementation should be delayed or repealed. Guidance to date has been less than prescriptive, causing significant ambiguity related to the identification of the median employee as well as the calculation of employee compensation on a comparable basis. In particular, it remains unclear whether independent contractors and other contract workers should be included as employees for purposes of this rule. Identifying the median employee and calculating compensation without a clear set of criteria imposes substantial administrative difficulties and costs on reporting companies. The ratio is of very limited utility to the overwhelming majority of investors without any clear impact on the investment decision-making process, and the costs of compliance far outweigh any perceived benefits.