Are You Overpaid? Your Board Thinks So.

It's bad enough — if you're a C.E.O. — that so many people think that a lot of American executives are overpaid. Shareholder activists complain, about it. Academics write books about it. Journalists compile lists about it. Politicians make hay with it.

Now chief executives' own bosses are piling on.

One in three directors of U.S.-based public companies say that C.E.O. pay is "too high in most cases."

This information comes in a survey conducted jointly by Heidrick & Struggles, the executive recruitment firm, and the Center for Effective Organizations at the University of Southern California's Marshall School of Business.

"What the survey unmistakably shows is that the issues are a growing concern even among the people most responsible for dealing with them: the board members of public companies," said Edward Lawler, a professor of management and organizational behavior at the Marshall School.

Concern over top executive pay rose in the latest survey, the 10th annual report. Between 1998 and 2001, 25 percent of board members who responded said they believed chief executive compensation was too high.

Muddying the water somewhat — it was a seven-page survey — was the response by nearly 52 percent of directors that C.E.O. compensation is "about right except for a few high-profile cases."

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A Portfolio.com interactive feature compares the $96 million five-year package that Lazard recently gave its C.E.O., Bruce Wasserstein, with those of other Wall Street titans.

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When it came to explaining why C.E.O. compensation continued to increase, board members split the blame between compensation consulting firms and new incentive compensation programs.

"It is interesting that even though it is boards that determine the level of executive compensation, they still point to the important role consulting firms play," said Ted Dysart, a managing director of Heidrick & Struggles.

Nine out of 10 directors replying to the survey thought that C.E.O. pay should be no more than two to three times higher than the next highest paid executive. Some 85 percent said the spread was about right in their own firm.

The survey was sent 15,000 directors at 2,000 of the nation's largest public companies; 768 directors at 660 companies responded.

The survey also found that directors were generally dissatisfied with the Securities and Exchange Commission's disclosure rules on executive compensation.

Only 11.6 percent said that the information was easily understood, and just 1 in 10 said the information explained how compensation decisions were made.

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