Subject: File No. S7-03-06
From: Kathleen W Presgrove, Ed.S.
Affiliation: Speech-Language Pathologist

April 10, 2006

As a stock holder, I feel that it is important to know the total compensation package (salary, shares of stock, stock options, insurance packages, etc.)of any officer, member of the executive committee, board member, or director of a corporation in which I own shares. The total expenses of any compensation package should be revealed to share holders.

Ideally compensation packages should be based upon performance while managing a corporation rather than upon what the executive's agent negotiated. If you fail, you should be penalized for poor management, rather than provided with a golden parachute when the rest of the corporation's employees are getting little or nothing. Performance based salary compensation packages would benefit industry greatly.

Too often board members are friends with executives and rubber stamp their plans rather than managing the corporation effectively. The board members need to be accountable to the stock holders rather than to the corporation's executives.

Executive compensation increases should be proportionate to the compensation increases received by the non-executive employees. Executives should receive no increases in compensation, when non-executive employees are asked to take a cut in compensation benefits.

Board members and corporate executives should be held accountable for breaking the law, as they are in other countries. Their compensation packages should be contingent upon carrying out all legal obligations to the corporation and corporate growth. No rewards should be given for substandard performance.

It appears that the corporate executives and board members play a shell game with the stock holders. Corporate executives and board members should be answerable to stock holders. Stock holders should have a say in corporate compensation and corporate governance. Stock holders are treated as the silent majority, who owns the company but has no control over management's decisions.