Remedies to rein in executive compensation include all but:

• A. Say on pay provisions
• B. More diligent board oversight of compensation packages
• C. Restrictions by the law as to the maximum total compensation allowable
• D. Clawbacks of compensation when it can be shown executives knew of fraud

Answer: (C)

Focusing on governance-driven controls that promote accountability and alignment of pay with performance is how remedies to rein in executive compensation are typically approached. Say-on-pay provisions give shareholders a direct, formal signal about compensation, encouraging boards to justify pay levels and adjust if there’s misalignment. More diligent board oversight strengthens the evaluation and approval of compensation packages, helping ensure pay reflects long-term performance and risk considerations rather than short-term gains. Clawbacks provide a powerful check by allowing recovery of incentive-based pay when misconduct or misleading results are proven, reducing incentives to misstate performance.

A hard legal maximum on total compensation is not a common or practical governance remedy. It’s a blunt constraint that can raise concerns about competitiveness, flexibility, and enforcement, and it doesn’t directly address the mechanisms of alignment, accountability, or misconduct that the other remedies target.