April 4, 2006
Ms. Nancy M. Morris
Securities and Exchange Commission
100 F. Street NE
Washington, D.C, 20549-9303
Dear Ms. Morris,
It seems to me there are two aspects to evaluating executive pay. One is in relation to what was paid which you seem to have spent a great deal of effort defining. The other, which is just as important, is what did the shareholders get for their money?
In this respect you have neglected to provide any assistance to the investor, even to the point of proposing to remove from the proxy the performance chart, which currently is the only piece of information that shows stockholders what their return has been over the last five years. This is a mistake in my opinion, as the graph is a valuable piece of information.
While I think the addition of plain text will certainly make reading a proxy less tedious, I am not sure what the text is going to provide in the way of perspective if all it does is translate what is in the new and more detailed compensation charts into verbiage. The key piece of text you need to provide is one that tells shareholders how they faired compared to managements pay. Without this, most of the discussion on executive compensation, while factual, is not very helpful in evaluating pay.
Thank you for the chance to comment.
Sincerely,
Andrew Guendjoian