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

Rocki-Lee DeWitt
55 Colchester Ave
Burlington, VT 05405-1713

April 18, 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.

In my informed opinion as a scholar of business strategy and as a
long-serving outside (appointed) director, I believe it is my
responsibility and the responsibility of my fellow board members to
determine the most appropriate compensation package for our leadership.
Compensation is not a stand alone issue -- it is intimately tied to the
other issues we address.  It is the responsibility of the borrower-member
to determine if I/we are the appropriate individuals to represent their
interests as it pertains to this interrelated set of issues.  If I fail to
represent their interests then it is I who should be "recalled".

Furthermore, 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.

Please modify the final rule on compensation and benefit program
disclosure to remove the requirement for say on pay voting.


Rocki-Lee DeWitt