From: Michele Mann
Sent: April 6, 2006
To: rule-comments@sec.gov
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I urge the Securities and Exchange Commission to act on its proposed rule on executive compensation disclosure. Too often executives are highly compensated even when their companies' performance is below par. Without better disclosure, shareholders 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. 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 also believe that CEO pay should be set by independent directors. Shareholders should be told if directors have potential conflicts of interest, no matter what the amount of their personal gain may be.

I also urge the SEC to require that companies disclose pay-for-performance data. For investors to understand how performance is measured and rewarded, 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.

Sincerely,