From: Marjorie Rachlin
Sent: February 28, 2007
Subject: File No. S7-03-06

SEC Chairman Christopher Cox

Dear [ SEC Commissioners ],

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.

I am a stockholder in a number of companies and I am outraged by the compensation paid top executives. Often they have not done well, but still they get all sorts of stockoptions and bonuses.

But it's hard to tell from the reports that come with proxies.

The newly proposed rules will make this crucial information more accessible to shareholders and the public.

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.

Marjorie Rachlin