Notice of Petition - "Compensation, Retirement Programs and Related Benefits"
April 19, 2013
Mr. Barry Mardock, Deputy Director
Office of Regulatory Policy
Farm Credit Administration
1501 Farm Credit Drive
McLean, Virginia 22102
Dear Mr. Mardock:
Subject: RIN 3052-AC41 Senior Officer Compensation
I am writing in regard to the Farm Credit Administration’s (FCA) open comment period regarding the requirement for a non-binding, advisory vote on senior officer compensation (Say on Pay). I believe the best alternative for FCA is to remove this regulatory requirement as unnecessary, disruptive to cooperative principles and inconsistent with Congressional action.
I am a director of Northwest Farm Credit Services. I believe that FCA’s Say on Pay regulation works to undermine cooperative principles and is contrary to Congressional clear intent in specifically exempting the Farm Credit System from comparable provisions in the Dodd-Frank financial services legislation.
Say on Pay regulations are especially problematic to me as a Director. While Dodd-Frank provided statutory protections for directors from lawsuits arising from say on pay provisions, FCA did not (and could not through regulation) provide the same protection to Farm Credit directors. This short-coming alone justifies removal of the Say on Pay regulation.
Sound administration of compensation for the CEO is one of the most important responsibilities of the Board of Directors and its Compensation Committee. Meeting this fiduciary responsibility requires a comprehensive understanding and analysis of complex performance metrics and measures as well as technical, and often proprietary and confidential, competitive survey data. To meet that responsibility, our board retains independent outside experts and requires at least one of our Outside Directors to me a member of the Compensation Committee. Shareholders simply will have access to neither this information nor resources in forming their opinion on the adequacy or soundness of an executive compensation plan. That is precisely why shareholders elect directors to do this job and make decisions on compensation and other such matters.
Say on Pay undermines the role of a director in a cooperative, subjects them to needless liability and will make efforts to encourage shareholders to pursue board service even more difficult. I strongly encourage FCA to remove the “Say on Pay” shareholder vote regulation.
Thank you for your consideration of my views.
4019 Cedarwood Ln.
Billings, MT 59106