So far, the “say on pay” revolution feels more like the second season of “Game of Thrones” — there’s a lot of drama, a bit of blood, some cheers, but things end up more or less exactly where they started. While the Dodd-Frank law requires a shareholder vote on executive pay at least every three years, the vote is not binding. Apache’s board eventually lowered Farris’s package by around $3 million, but it is the exception. Shareholders ended up approving pay packages around 97 percent of the time. A vast majority of overpaid C.E.O.’s, it seems, have little to fear from all these new guidelines.

Economically speaking, this is more than a little odd. Shareholders should be motivated to pay their C.E.O.’s according to their success. But doing so involves a tricky dance known to game theorists as the principal-agent problem: how does an employer (the principal) motivate a worker (the agent) to pursue the principal’s interest? This principal-agent problem is everywhere. (Do you pay a contractor per day of work or per project? Do you pay salespeople by the hour or on commission?) It becomes particularly thorny when the agent knows a lot more about his job than the principal. George Costanza was a comic incarnation of the principal-agent problem. He constantly invented schemes to make his employer think he was doing his job well when he wasn’t doing much at all. “When you look annoyed all the time,” he once told Jerry and Elaine, “people think that you’re busy.”

Boards and chief executives don’t often suffer from Costanza-like ineptitude, but they are harder to rein in. They are often rewarded when they don’t succeed but are not usually penalized enough when they do a lackluster job. Lucian Bebchuk, a professor at Harvard Law School and perhaps the leading academic voice for corporate reform, told me that the problem isn’t (just) greed. It’s the boards of directors. The directors are supposed to represent the stockholders’ interests, he says, but most public firms, where C.E.O.’s can have considerable influence over board appointments, neuter those interests. They are structured so that a board tends to side with its chief.

Excessive C.E.O. pay, Bebchuk says, is a manifestation of a deeper problem. A bad C.E.O. pay package can cost shareholders millions; a corporation that is being poorly overseen by its board can cost billions. “Shareholder rights in the U.S. are still quite weak relative to what they are in other advanced economies,” he explained. His solution is to pass laws that make it easier for shareholders to vote out boardmembers who fail to discipline underperforming chief executives. This, he argues, will motivate them to push back against executives that do an underwhelming job. At the very least, all the attention would keep boardmembers and C.E.O.’s on their toes. And a multitude of better-run companies would result in billions, perhaps trillions, of wealth returned to the economy.