I think you're missing/misunderstanding the mechanism for the above. Boards willfully don't know much of anything at a large corp (especially with all the DEI n

I think you're missing/misunderstanding the mechanism for the above. Boards willfully don't know much of anything at a large corp (especially with all the DEI nonsense putting even less competent people on the board). You have to remember that this is an infinitely repeating game and there's basically only two board member strategies at play and they depend on whether there is a single large and involved shareholding block or not. if there is a large shareholding block actively involved you can play the competent and possibly disagreeable board member strategy because your tenure on the board is based on keeping the involved shareholder happy and voting for you. If there is no large and involved shareholding block (i.e. many, many large companies today) then the winning board member strategy is getting management to keep recommending you because an overwhelming majority of the time the uninvolved smaller shareholders vote management recommendation. You want a board to behave like the first scenario, but it's usually the second scenario you are in. As the game repeats that translates to higher comp to the ceo and to the board (since the ceo recommends his buddies deserve more comp) and the board basically tries to side with the ceo as far as it can without incurring personal legal liability and as long as that ceo doesn't underperform in a way that is publicly embarassing they can often hold on for several years and make out with millions while the board gets decent comp for almost no work. I don't think you can easily fix this but I do notice that many of these companies are pretty clearly oligopolists under the pre-rehnquist definition so the solution could take the form of breaking these large companies up until the smaller companies do end up with a share holding block that both cares and is big enough to discipline the board and ceo.