October 30, 2013
I strongly urge the SEC to adopt the proposed amendments to Item 402 of Regulation S-K with regard to implementation of Section 953(b) of the Dodd-Frank Act.
The disclosure of the median of the annual total compensation of all employees of an issuer (excluding the chief executive officer), the annual total compensation of that issuers chief executive officer and the ratio of the median of the annual total compensation of all employees to the annual total compensation of the chief executive officer will provide valuable information to investors and prospective shareholders alike.
The proposed rule if adopted would shed light on the growing problem whereby the financial interests of senior management are not aligned with those of the shareholders, resulting in ever increasing amounts of overcompensation. Overcompensation distorts corporate risk-management practices by focusing senior executives on maximizing their personal compensation - often aligned with short term stock performance - to the detriment of long term asset protection and corporate performance.
Executive compensation is generally believed to be at the root of the corporate mismanagement that led to the financial crisis (the report by the Financial Crisis Inquiry Commission in 2011 squarely put the blame on executive pay as a cause of the financial crisis).
CEOs are now realizing historic levels of compensation. And yet, there are few shareholders who would agree that ANY corporate executive is worth the millions of dollars that many of these executives receive on an annual basis. The absence of readily available data only serves to obscure the growing financial disconnect between management and shareholder.