Re: Comments on Pay Versus Performance Disclosure under Title IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act

ClearBridge Compensation Group, LLC is an independent executive compensation consulting firm founded in 2009. We provide advice to boards of directors and senior management on the design of effective executive compensation programs with a focus on shareholder alignment, linkage with business strategy, and adherence to strong governance standards. Our senior consultants have extensive experience and expertise in executive compensation program design for publicly-traded companies spanning across industries. Our aim is to establish transparent connections between management and shareholders and understandable links between performance and compensation. I. Overview This letter provides our comments and recommendations for your consideration in rule-making for Section 953(a) of the Dodd-Frank Act: “Executive Compensation Disclosure – Disclosure of Pay Versus Performance.” Section 953(a) generally requires the SEC to adopt rules requiring issuers to disclose in their proxy statements the relationship between executive compensation actually paid and the issuer’s financial performance, taking into account any change in the value of shares of stock and dividends of the issuer and any distributions. While this enhanced disclosure may help inform shareholders when assessing an issuer’s executive compensation program, we believe the provision, as currently written, is vague with respect to its intent and application. In this letter, we identify several open issues and provide our specific recommendations. Although the open issues we have identified do not represent an inclusive list of all potential issues that may arise, we believe these are key issues that require clarification before the new disclosure requirement goes into effect.