So, why have the reforms been so ineffective? Indeed, they have targeted the wrong things. Say-on-Pay was based on the mistaken belief that the root cause of high CEO pay was poor oversight by boards and investors. What we are seeing can easily be concluded as proof that boards are not lazy, stupid, or corrupt, and that investors–a very large and diverse crowd–are getting pretty much what they pay for, and they know it.
Go read the whole thing.