I'm aware, but it's not like a democratic process. The holders don't pick who they are voting for. It's just one big racket. You can't see the problem with having CEO's in the board? And the board picks who's up for vote in the board? You don't question CEO pay at all even though it can't be explained by any economic indicators? The system is rigged. To believe otherwise is just foolish.
Outrageous Executive Compensation: Corporate Boards, Not the Market, Are to Blame
The standard justification for the high pay of CEOs and other top executives is that the market demands it. It is argued that if you do not pay CEOs at or above the market, they will leave and go to a competitor. There are a number of problems with this argument. Perhaps the most important one is that numerous studies have shown that CEOs rarely move from one company to another, and when they do, they are usually less successful than internal candidates. In short, at least at the CEO level, there is little evidence that an efficient market for talent exists that is based on compensation levels.
Some members of corporate boards have an even greater self-interest in making sure that the compensation of the CEO continues to go up, up, and up. They are the CEOs of other companies. You don’t have to be a compensation expert to realize that if you vote for one of your peers to have a higher salary, you are in effect voting for your own salary to go up, because it is based on what will be a higher market.
For boards to change their stripes when it comes to executive compensation, major changes need to take place in who is on corporate boards and on their compensation committees. It would mean fewer CEOs on corporate boards. It would require more board members who understand talent management and are concerned about the societal impact of corporations. Another effective change would be to have a board membership that is dominated by strong, independent directors.