Ann P. Hudson
107 East South Street
Suffield, CT 06078
February 25, 2011
Mr. Gary K. Van Meter
Deputy Director, Office of Regulatory Policy
Farm Credit Administration
1501 Farm Credit Drive
McLean, Virginia, 22102-5090
Dear Mr. Van Meter:
Subject: ANPRM Regarding Disclosure to Shareholders and Compensation
RIN 3052-AC41 (12 CFR Part 612, 620 and 630)
I am writing in regard to the Farm Credit Administration's advance notice of proposed rule making (ANPRM) on
Disclosure of Senior Officer Compensation. I am a Certified Public Accountant and an outside director on the Farm
Credit East Board of Directors.
I understand that it may be useful for FCA to put into regulations the guidance provided for Compensation
Committees and to define minimum training requirements for members of Compensation Committees, however, I
do have concerns relating to other provisions in the ANPRM.
As I review the ANPRM and discuss the implications with other Farm Credit directors, I am troubled with an effort
that could work to undermine the fiduciary responsibility placed on directors of a Farm Credit cooperative. Of
specific concern is the proposed shareholder vote proposed in the ANPRM. This fails to recognize many key factors:
As Directors, one of our primary responsibilities is to hire, hold accountable and properly compensate our
institution’s CEO. This proposal would work to decouple accountability/performance from compensation,
which would be harmful to any business.
Asking members to vote on compensation turns what is a business decision on hiring and retaining the best
people to run our cooperative into an emotional / political decision. The general membership can not be
reasonably expected to have the necessary knowledge base to make fully informed decisions on
The salary of the CEO and the combined compensation of the other senior officers are published in the
annual report for all members to see and FCA regulations currently require that Farm Credit institutions
provide any member, upon written request, with the specific compensation paid to any senior officer.
Thank you for your consideration.
Ann P. Hudson, CPA