From: Melissa Montenes
Sent: September 5, 2006
Subject: File No. S7-03-06

SEC Chairman Christopher Cox

Dear SEC Chairman Cox,

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.

Many public officials and citizens spent the 1990s calling individuals on welfare "lazy." In reality however, it's the corporate executives who are getting something for nothing, or at least receiving far more than their performance warrants.
This comes at the expense of good jobs for the poor and middle class, who have seen their wages stagnate despite increased productivity. It also threatens the efficacy of the capitalist system because it is wasteful. To maintain the productivity, competitiveness, and fairness of American companies, investors should have the information required to judge whether performance justifies compensation. Please make sure they have that information


Melissa Montenes