From: Geraldine Haen
Sent: April 10, 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 on 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.

Why do CEOs get pay-for-performance and the hourly worker is told you don't need pay incentives? Why do the rich reward themselves with more than they will ever need and leave the lower-income worker wondering how they will pay their monthly bills (gasoline, home heating, etc.)? The Roman Empire thought it was invincible, too, but you forget the little guy who makes you great, could be your biggest downfall. Who will be buying the products, when many people are losing their jobs or taking pay cuts? You cut off the arm that feeds you, and you know the rest.


Geraldine Haen
394 Windward Road
Green Bay, Wisconsin 54302