Notice of Petition - "Compensation, Retirement Programs and Related Benefits" Rebecca Lenz 53428 US HWy 385 Holyoke, CO 80734-8719
April 22, 2013
Barry F Mardock Deputy Director, Office of Regulatory Policy, Farm Credit Administration 1501 Farm Credit Drive McLean, VA 22102-5090
Dear Barry Mardock:
Thank you for requesting comment on the regulatory petition filed by The Farm Credit Council regarding the Agency's say on pay mandatory shareholder vote on compensation matters.
As a director of a Farm Credit System institution, I support the request contained in the Council's petition that the agency withdraw the say on pay vote requirement. Asking shareholders to vote on matters that are the purview of the board of directors is inconsistent with the Farm Credit Act, with cooperative principles, undermines the role and responsibility of directors to represent the interests of shareholders and increases litigation exposure for directors and institutions. Shareholder engagement on compensation matters already exists through the disclosure requirements that are in place and the ability of shareholders to express their views on these matters to management and boards at any time. As directors we are elected in a representative fashion being selected from specific regions within our associations. I feel I truely represent the veiwpoint of my fellow stockholders in a fair and thoughtful manner. Part of my duties as a board member is to provide oversight and insight into the compensation packages. If Idon't not only am I hurting my fellow stockholders I am hurting myself if I don't fullfill this duty. Farm Credit cooperatives differ from from publically held companies in that I have a personal relationship with many of my fellow stockholders and am very aware of their veiwpoints. The "Say on Pay" is not only unecessary for FCA cooperative but will be burdensome and ineffective. Thank you for reconsidering this ruling.