From: Sid Kivanoski
Sent: April 9, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

General Motors' current crisis illustrates an all too typical response to corporate problems. General Motors management has been making strategic errors going back to the 1970's. Yet who takes the hit? Workers who have been accomplishing the impressive task of improving the quality of GM cars and trucks get laid off. The executives who decided to build the wrong type of vehicles and to approve bland and illogical designs are rewarded. I therefore urge you to act on the proposed rule regarding the disclosure of executive compensation. 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.


Sid Kivanoski
1069 E37 St.
Brooklyn, New York 11210