Subject: S7-10-09 comments

September 9, 2009

Release Nos. 33-9046; 34-60089; IC-28765; File No. S7-10-09] (directors)

Dear Ms. Murphy

I think the proposal to open the nomination process for directors presents a good opportunity to negotiate with the corporate world for a better executive compensation process.

The inherent problem the public has with executive compensation is that it does not connect with any part of the corporate management that the public understands. Executive compensation should be publicly tied to corporate management performance.

The way to tie executive compensation to corporate managerial performance is for the SEC to establish a set of compensation/performance packages and require all public corporations to select one of the packages and stick with it for five years before selecting another package.

The proposal would resemble the Social Security supplemental health care packages that range from A to J and health insurers must fit their packages into one of the A to J categories.

Who am I? A former bank vice president, corporate treasurer, foundation president, management consultant to dozens of international corporations, expert witness on executive compensation and author of half a dozen books on finance and management.


Michael Phillips