March 30, 2006
U.S. Securities Exchange Commission
100 F Street N.E.
Washington, DC 20549-0213
RE: S7-03-06
To Whom It May Concern:
The steps you are taking to expose excessive executive compensation are fantastic, but I see a couple of holes.
I think the key question here is the definition of excessive. There is no doubt that many investors are appalled at the sums paid company executives today and I certainly would never attempt justify the sums granted.
On the other hand, pay for performance seems to be where this is all headed and I for one applaud any mandates the SEC employs to get accomplish that. Clarity of executive compensation, in all its various forms needs to be put in front of the shareholders. Clearly some of the recommendations you have made move us strongly in that direction.
What is not clear to me is how this exposure of executive pay serves any constructive purpose unless there is a discussion that allows shareholders to weigh it against some standard of performance. Your recommendation to remove the total return chart in the proxy is confusing for this reason. It seems to be the best means to compare performance and executive salaries.
The total return for investors chart now in the proxy, shows the relative company performance against that of a peer group of companies would appear to be a worthwhile benchmark. Its clear and easily interpreted.
If, for whatever reason, you are determined to replace, and there appears to me no good reason to do so, there needs to be something that gives investors a comparison for executive performance. Otherwise the concept of pay for performance you are pushing is never going to work.
Thank you,
Mrs. Janet Sissler
Administrative Assistant, Individual Investor