From: David Marchetti
Sent: April 14, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I am writing to urge the Securities and Exchange Commission to act on its proposed rule making an executive compensation disclosure. Too often executives are richly rewarded even when their companies' performance is below par. Without better disclosure, shareholders, employees and the general public cannot evaluate whether executive pay packages are unjustly enriching executives at shareholder cost or providing fair compensation.

The newly proposed rules will make this crucial information more accessible to shareholders and the public. The new requirements to disclose total compensation figures, pensions and detailed compensation breakdowns will make it clear exactly how much top executives are earning and why.

I believe that CEO pay should be set by independent directors.
Under the proposed rule, a director could secretly do $120,000 in business with a company, an amount that is more than four times the average worker's annual pay of $27,460. Shareholders should be told if directors have potential conflicts of interest, no matter what the amount.

I also urge the SEC to require that companies disclose pay-for-performance data. In order for investors to understand how pay and performance match up, companies need to explain more clearly what level of performance is necessary for a particular level of pay. I urge the SEC to require companies to disclose both the performance criteria and the performance targets they use when setting executive pay.

I for one, do not believe that having a degree, experience and even a fairly good track record, should automatically qualify for these bold compensation packages. If it is not performance based, the share holder and eployed personel end up on the short end of the ledger.

If the SEC is to present a position of credibility, it must flex some savy and muscle at this juncture. The economy has a great dependence on 401k's, ESOP and other investor contributions. Too many times have CEO's brought harm to ESOP and 401k programs, not to mention terminating pensions. Accountability and disclosure is a must. That is, if employees and investors are to have confidence in the markets and SEC.

Do we have to go to salary caps like the sports industry? Just show us something, we the public are fed up with the double talk. If you aren't going to function, then how can you justify your existance? I want more control and information of how my investments are being spent by board members. You are supposed to be representing the share holders. We really need to be impressed. This would be a step in the right direction.


David Marchetti
1117 Grandview Ave.
Coraopolis, Pennsylvania 15108