April 6, 2005

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I believe that CEO pay should be set by independent directors, not wholly by insiders.

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 also urge the SEC to require that companies disclose pay-for-performance data by disclosing both the performance criteria and the performance targets they use when setting executive pay.

Shareholders should be told if directors have potential conflicts of interest, no matter what the amount.

I support the new proposed rules.


Emily Compton
32-15 34th St.
Apt 2D
Astoria, New York 11106