> there are dozens of people who can make those decisions, and many could do so for far less.
Sure, or you could make the decisions by having a monkey throw darts at a newspaper for free. The important question is whether those dozens of people earning less would make as good decisions as the one currently doing the job. If the current CEO's decisions are even very slightly better he's worth the money given that level of scale.
Similarly, there are dozens of people who could play basketball for less so there was no need to pay Michael Jordan the big bucks.
Marissa Mayer is on the Walmart board. H. Lee Scott, former Walmart CEO is on the Yahoo board. Why would Mayer want to make a stink about the Walmart guy's salary, an awkward conversation that would probably lead to a similar awkward conversation when she wants a raise at Yahoo.
The boards that I've seen (at a smaller scale) that work are ones where there is a diversity of interests. The minority political party member making a stink about the majority in a town board. Or the company board where a representative of labor controls a key committee.
The corruption of governance and a sense of entitlement fuels CEO salaries. End of the day, the CEO of WalMart doesn't deliver $35M of value. His decisions have big impact, but there are dozens of people who can make those decisions, and many could do so for far less.