Most of Corporate America already knows that investors clamoring for more say over executive pay will be one of the big battles in the coming proxy season. Wise corporations should instead be bracing for exactly what investors will say when they have the chance.

Expect a lot of four-letter words.

This should catch nobody in the boardroom by surprise. Many argue that boards of directors are in the best position to determine whether compensation for key executives is appropriate … but that argument holds little water given that many boards have failed to fulfill their duties to tie compensation to ...