At first glance, Representative Barney Frank doesn't look like a corporate executive's worst nightmare.

Bespectacled and slightly pudgy, Frank speaks quickly and with a lisp. He's spent nearly three decades representing Massachusetts' Fourth Congressional District. Not the typical profile for a corporate agitator. But looks can be deceiving. Frank, who ascended to the chairmanship of the House Financial Services Committee with the Democratic takeover of Congress after the 2006 midterm elections, is on a mission to bring shareholders into the boardroom—figuratively if not literally.

Frank has authored legislation that would force public companies to put their executives' salaries, bonuses, and compensation packages—the whole kit and caboodle—up for a nonbinding vote of their shareholders. He held preliminary hearings on the bill in late March and expects it to be approved by the House in short order, thanks in large part to growing public sentiment that something must be done about escalating pay packages for executives.

"I realized this is not just a matter of [salary] envy; this is a significant economic factor," says Frank, who points out that while the economy has grown 16 percent since 2001, the average worker's wage has increased by 0.3 percent, a relative pittance, in that same time. In other words, the rich just keep getting richer.

One case in point is Robert Nardelli, the former C.E.O. of Home Depot who was fired earlier this year and received a handsome $210 million parting gift. That's especially generous considering that during the six years of Nardelli's tenure, the company's stock fell 20 percent, while he took home about $125 million. Frank also argues that as Nardelli was walking away with a gigantic golden parachute, Home Depot needed $350 million to update its aging stores. If the company had given Nardelli only $20 million, says Frank, it could have dedicated an additional $190 million to its renovation effort, which would have put it in a better position to compete against Lowe's, its main rival.

Outrage over massive payout packages for Nardelli and other C.E.O.'s has dovetailed with the public's lingering sense of corporate malfeasance. Seeking to address the growing furor over hefty compensation packages, the Securities and Exchange Commission last summer overhauled the disclosure requirements for public companies, forcing them to release detailed information about the salaries and other benefits given to their five highest-paid employees.

Carol Bowie, the director of governance research at Institutional Shareholder Services, an advisory firm, said that "say on pay" did "amazingly well" during the 2006 round of shareholders' meetings, garnering, on average, 40 percent support. Forty-four percent of Sun Microsystems shareholders and 41 percent of U.S. Bancorp investors supported such a measure last year.

Even President George W. Bush—not the most obvious ally of the shareholder rights movement—had scolding words for executives during an address on Wall Street in late January. "You need to pay attention to the executive compensation packages that you approve," Bush said. "You need to show the world that America's businesses are a model of transparency and good corporate governance."

The enhanced rhetoric appears to be creating real change. In mid-February, Aflac, an insurance provider in Columbus, Georgia, announced it would adopt a say-on-pay proposal in 2009. This decision was made, according to second vice president for corporate communications Laura Kane, because "we want to be transparent and have good governance practices."

To critics who say that a nonbinding vote is toothless, Kane has a ready answer. "Shareholders want to be heard, and if enough shareholders voted down [a C.E.O.'s] compensation, we would absolutely contact major shareholders [who] voted against it to find out their concerns," she says. Frank says critics of the bill are trying to have it both ways. "One [criticism] is it is far too intrusive, and the other is that it does nothing," he said.
 
Other major corporations have taken a more skeptical view of proposals to beef up transparency requirements when it comes to executive compensation. Bowie notes that a small cadre of leading U.S. companies has formed groups whose work is focused on assessing whether say-on-pay proposals already popular in Europe could be adapted in America. Among the firms evaluating such resolutions are Pfizer, Intel, Bristol-Myers Squibb, JPMorgan Chase, and Colgate-Palmolive. Few, however, have followed Aflac's bold lead so far.

Coca-Cola, which convenes its annual shareholders meeting on April 18 in Wilmington, Delaware, is set to vote on a measure that would allow shareholders to approve or disapprove compensation packages for the company's chief executives, a proposal that may well be a reaction to the $21 million in compensation Coke's C.E.O., E. Neville Isdell, was awarded in 2006. The company's board has already come out in opposition to the proposal.

Why? Detractors insist that corporations are not democracies, and the prospect of shareholder votes on compensation could have a chilling effect on an organization's ability to attract top-tier management talent. Others believe the new S.E.C. guidelines should be given a chance to succeed before Congress weighs in. Spencer Bachus, an Alabama Republican who serves on the Financial Services Committee with Frank, said at a recent hearing that he was "skeptical that legislative intervention is either necessary or well-advised."

Frank recognizes that his bill, which he predicts will pass the House but will be vetoed by the president, is not the sole solution to the problem of ballooning executive wages. "I think it will be one of a number of factors that will be restraining outside pay packages," Frank says matter-of-factly.

Asked how he would advise his Republican colleagues to vote on the bill, Frank is, well, frank about the deleterious impact he believes a no vote would have on public perception of the opposition party.

"Make my day," he says. "Vote no."