From: Steve Nelson
Sent: April 6, 2006
Subject: File No. S7-03-06

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.

I am a retired Teamster and an invester with close to 500,000 dollars invested in the market .It is very upseting and untrue when the financial problems these large companies have is ALWAYS blamed on the union workers contract. The CEO compensation packages have risen about 500 times that of the blue collar workers since the 1980s.Because the blue collar worker has no say to the direction any company takes, that is the what the CEO is hired to do.I am asking for you to require complete disclosure


Steve Nelson
741 Hermitage Drive
Aurora, Illinois 60506-1713