From: Phyllis Weinman
Sent: April 12, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

There is a shortage of four million health care workers in the world today. The majority of those missing workers are Registered Nurses. Perhaps if employees had a clear understanding of what CEO's have including salaries, personal perks and lucrative retirement packages, those unemployed workers might have a reliable bargaining tool to demand a living wage and an amount that they deserve so they might return to work or pursue a related career. After all, it's those workers who stuff that money in CEO's pockets. This applies to all trades ~ not just the health care industry...but those CEO's might want to give some thought as to what they might do if hospitals start closing due to that disgraceful shortage.

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.


Phyllis Weinman
13611 High Chapel
San Antonio, Texas 78231