Subject: File No. S7-07-13
From: Sherry Bupp Bupp

October 4, 2013

The requirement in the Dodd-Frank law that corporations publish the compensation of their leadership and contrast that with the compensation of the company's employees, is a huge step forward in creating transparency and responsibility for business. However, the SEC regulations proposed for the revelation of compensation has watered down the Dodd-Frank requirements to the point that they become altogether meaningless.

In their effort to spare corporations any extra expense involved in computing compensation for CEOs and other employees, the SEC has given the corporations carte blanche to use any numbers they like, to express any statistics they choose. Results would be so different from one corporation to the next as to be utterly useless for comparison purposes. There is no structure to which the corporations must adhere in computing the compensation numbers, no independent audit trail, no penalty for deception.

Under the proposed SEC "suggestions," companies could decide, on their own, whether to make the computation using only cash compensation, keeping secret all the benefits and stock options available to the CEO but not to other workers. Companies could, at their discretion, make their "median worker" calculations without considering the compensation for low-income workers--a clearly fraudulent practice in the case of many companies whose main workforce is paid minimum wage. Dodd-Frank intended to make corporations more transparent in their hiring and compensation practices. The SEC has proposed a way, instead, that corporations can continue to deceive and defraud the public--but now with what appears to be government sanction and support.

Start over, SEC, and structure the requirements to obtain useful, consistent information across all corporations. Worry less about the costs to the poor corporations (who should have all of this information available, anyway, and need only to compile it), and more about the expectations of the American people, who look to you to bring the corporations into compliance with the law.