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Notice of Petition - "Compensation, Retirement Programs and Related Benefits"

Mr. Barry F. Mardock
Deputy Director, Office of Regulatory Policy, Farm Credit Administration
1501 Farm Credit Drive
McLean, VA 22102-5090

Dear Mr. Mardock,

I would like to comment on the Agency's say-on-pay provision on Compensation, Retirement Programs, and Related Benefits and the Farm Credit Councils Petition regarding such.

I have taken an independent look at the issue and found some interesting articles and legal reviews of the Dodd-Frank say-on-pay requirement and implementation of it.

I noticed there has been a lot of litigation regarding this issue in the short time it has been required by the Dodd-Frank law. Most of the litigation has been dismissed by the various courts, but not all of it has been dismissed.

David A. Katz, of Wachtell, Lipton, Rosen & Katz posted March 21, 2013 on "The Harvard Law School Forum on Corporate Governance and Financial Regulation" a posting about the Raul decision where the Delaware court dismissed a complaint challenging the board's compensation decisions. According to the post the courts decision reinforced the Dodd-Frank Act's bar on attempts to use the advisory shareholder vote to overrule directors' business judgment on matters of executive compensation. The key is that the court dismissed the case based on protection drafted and passed in the Dodd-Frank legislation.

Farm Credit was exempted from Dodd-Frank therefore does not have the say-on-pay requirement in law nor the protections of the law for say-on-pay. Say-on-pay appears to attract a lot of lawsuits.

As new as the say-on-pay requirement is, the litigation it is attracting, and the fact that Farm Credit System does not have the Dodd-Frank protections I think it would be better to let this play out somewhere else and learn from it before deciding to implement it. Therefore I support the FCC petition regarding this matter.


Alarik Myrin, COBANK Director
HC 65 Box 30
Altamont, Utah  84001
435-823-3494 cell