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

John Manske
4930 Hwy N
Sun Prairie, WI 53590

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 an appointed director of a Farm Credit System institution for over ten
years, 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.   My experience on the Badgerland
Financial board has convinced me that we have the financial success of the
association and our member-owners as the key desired outcomes when our
decisions are made and actions taken.   I see the say on pay requirement
as potentially having a chilling effect on the liklihood that boards of
directors will make some of the compensation decisions that are often
linked to strengthened business outcomes.

Please modify the final rule on compensation and benefit program
disclosure to remove the requirement for say on pay voting.  As an
alternative to the mandatory advisory vote by boards of directors on
executive pay, there could be expanded descriptive language included in
association annual reports or a process where shareholders could petition
a board for discussion with their board on any topic.


John Manske