March 15, 2006
March 14, 2006
U.S. Securities Exchange Commission
100 F Street N.E.
Washington, DC 20549-0213
To Whom It May Concern:
As a long-time and long-term investor, and CEO of a small, private company, I have been craving a change to the rules regarding executive compensation for years. I think an overhaul is overdue. I have read the proposed rules and want to comment on both the positive and negative aspects.
First off, I think the increased disclosure is a good step, but much of what the SEC is proposing goes over the head of the average investor.
Secondly, I feel that plain-english disclosure will benefit everyone, especially those of us in the over 50-bracket, who are some of the most-active investors in this country. I worry that large corporations and their legal staff will find ways to convolute their disclosure unless the manner in which they are to required to disclose numbers and words together are clearly defined. Giving me more tables to look at, when I dont understand what the numbers mean is not going to be helpful to me.
In many ways it seems that the only ones who will benefit from this are atorneys billing their clients at $350+ per hour.
I also think that removing the performance graph is mistake. I find that the first thing I turn to in my Proxy Statements is the graph, so I can get a picture of my total return on my investment from the past five years. I have long wanted additional pictures showing me longer-term and shorter-term total return on my investments in individual companies. As well as what the executives are getting paid during those periods.
I appreciate when companies like Oracle go the extra mile to include a 10-year performance chart as well, and think it should be standard for the companies that apply.
Like all investors, I care most about how my support of public companies is paying off, and I get irritated at the thought of CEOs and top executives taking my profits in the form of compensation. I enjoy taking a look at exactly what I have gotten in return for my investment, and how it compares to both the bigger markets and the other companies in the industry. This is the clear benefit of the performance graph. I have actually found new companies to invest in based upon how they compare to my current investments.
As for the benefits and bonus granted to executives after they retire, I feel that they should disclose them on a per-year basis, meaning that the increases to their post-employment compensation should be disclosed each year in the proxy and the basis for them should be stated in plain-english. Once stated, the benefits should then voted on by the shareholders so that all can have a say in how much they are eligible to receive. As an executive with retirment as a possibility in the next decade, I feel that some of the current benefits available to executives are beyond rational thought.
Thank you for you time,
Patricia J. Kiesewetter
CEO
Maverick Creative
Bethesda, MD