From: Punit Kumar
Sent: April 17, 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.

In summary, I urge the SEC to:

  1. Disclose all transfer of wealth being paid to CEOs including stock options, restricted stocks, Life insurance benefits, disability insurances, transportation expenses, residential expenses, retirement benefits, pension benefits.

  2. I urge SEC to make them report these benefits in plain english.

  3. Right now companies are reporting an estimate of the value of stock options. There is not historical data on how much is it really costing the companies when the CEOs cash out these options. I would like SEC to require companies to publish data in plain english, how many options have been cashed out, what was the exercise price, how much did it cost the companies or the shareholders to buyout these options.

  4. Companies should also disclose how much of the total earnings of the companies are paid to its named executives. Some reports are suggesting that most companies are paying almost 10% of their total earnings to the executives and directors pay/benefits. This is ridiculous amount of money being wasted on average performing companies.


Punit Kumar
N53W15735 Whispering Way
Menomonee Falls, Wisconsin 53051