April 7, 2005
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.
FULL DISCLOSURE AND ALL INCLUSIVE are the key words. Fully diluted earnings per share should include all effects of managements' compensation as was the case when I was in practice. The minority shareholders' interest in the company should be properly represented.
Transparency is crucial but the simple fact that the consumer and the small investor are being fleeced more and more shows what the financial community has slipped to the lowest levels.
The SEC HAS BEEN STRIPPED OF IT'S POWERS TO REGULATE.LET'S HOPE IT'S NOT TOO LATE FOR AMERICA TO RECOVER!!!