When it comes to the way corporate boards oversee chief executives--or, all too often, fail to--few people have as many war stories to tell from as many vantage points as Gary Wilson. He was Walt Disney Co. ( DIS - news - people )'s chief financial officer and, as a director, the subject of scorn when its board was twice ranked the worst in the country. As a Yahoo ( YHOO - news - people ) director Wilson was targeted by investor Carl Icahn, who sought to oust the board during a 2008 failed shotgun marriage with Microsoft ( MSFT - news - people ). As a private equity guy he led the 1989 Northwest Airlines ( NWA - news - people ) buyout along with Alfred Checchi.  So Wilson can say, with more than a little credibility, that the boards supposedly overseeing management are instead packed with lackeys with appalling frequency. It's a familiar complaint but one that he believes is responsible for out-of-control pay, the short-term greed that helped spawn the recent financial meltdown and a staggering waste of resources. Wilson's solution: Abolish the joint role of chief executive and chairman and install independent bosses to oversee boards.  "From what I've seen, managers are interested in what goes into their pockets and willing to use lots of leverage to add short-term profits, boost the stock price and sell their options," says Wilson, 70. "Long-term shareholders risk getting screwed."  The Alliance, Ohio native has joined up with Ira Millstein, a Wall Street attorney, and Harry Pearse, former General Motors general counsel and Marriott Corp. director, to push for independent chairmen. Their platform is the Millstein Center for Corporate Governance at Yale.  Does splitting the title benefit shareholders? Evidence is inconclusive, but here's an indicator suggesting they're on to something: 76% of the 25 bosses who rank lowest on our annual survey comparing compensation to shareholder return hold dual titles. Only 44% of the best 25 hold both titles. The dual players include Richard D. Fairbank of Capital One, Ray Irani of Occidental Petroleum ( OXY - news - people ), David C. Novak of Yum Brands and Howard Solomon of Forest Labs. ( FRX - news - people ) Wilson and Pearse insist that they saw boards transformed overnight from supplicants to independents when the roles were separated at companies where they were directors.  Boards occasionally go through spasms of feistiness. In 1992 General Motors' board ousted Robert Stemple as chairman, which led to similar moves at American Express ( AXP - news - people ), Westinghouse and other companies. But today only 21% of boards are chaired by bona fide independents, says RiskMetrics Group, a New York financial advisory firm that owns ISS Proxy Advisory Services. In 43% of big companies the roles are ostensibly split, but the chairman, says RiskMetrics, is an ex-chief executive or otherwise defined as a company "insider."  In some cases nothing less than corporate survival is at stake, Wilson argues. He points to Lehman Brothers ( LEHMQ - news - people ), where Richard Fuld was chief executive and chairman for 15 years and where management took the sorts of big risks that ultimately sank the firm.  Wilson isn't against stock options but believes in tying them to long-term returns with strike prices that rise at the rate of inflation plus some risk premium, as he has done at some companies he has invested in. That way management isn't rewarded just for showing up.  Independent boards might also rein in pay. In Europe Wilson sat on KLM's advisory board and says it's no coincidence that (a) chief executives typically run a management board, which reports up to the separate advisory board, and (b) pay is well below U.S. levels. At many U.S. companies, he says, the combined boss often recruits board members and then "directors feel obligated to the CEO/chairman, make the friendliest member chairman of the compensation committee and then hire a friendly consultant to do an analysis that favors high management pay."
How can investors reel in pay and get more out of corporate bosses? Here's one view: Kick the chief executive out of the boardroom.