Rules that define the differences between a company that is doing well and one that is failing.
It is not that top executives don’t deserve to be paid well, but that excess wealth tends to lead to behavior that is contrary to the firm’s best interest. They may have public extramarital affairs that embarrass the firm, they may play games with their expenses and they are more likely to use company assets for personal pleasures. In the end, excessive compensation becomes a distraction, making the top executive less effective and, if they flaunt that wealth (as they often do), it saps their ability to lead the company.