From: Gavino Vetrano
Sent: April 9, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I am writing to the Securities and Exchange Commission because I am concerned with the growing gap bewteen the haves and the have nots in America and around the world. Today, the most dangerous advice you can give a child is "go to school, get good grades, so you can get a good job." I believe this is bad advise. It forces future generations to continue to play by the old set of rules, and its too risky. We need to educate our children to play by the "different set of rules" the rules the rich play by. "What happens when a corporation announces a downsizing?" People get laid off, families get hurt, and unemployment goes up. "Now, what happens to the company, in particular a publicly traded company?" The price of the stock usually goes up when the downsizing is announced because the market likes it when a company reduces its labor costs, either through automation or consolidation. As a result, the CEO and shareholders get richer. This is what I mean by the "different set of rules": employees lose; CEOs, owners, and investors win. The problem is 95% of the population doesn't know the "different set of rules" exist. However, I am about to change their way of thinking, and teach them to play by the "different set of rules".

Therefore, I 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.


Gavino Vetrano
1500 Detroit Avenue, Ste. 405
Cleveland, Ohio 44113