TEXT OF INTERVIEW

Scott Jagow: I don't know if you caught this study that came out last week from Associated Press. It said the CEOs of S&P 500 companies had a median pay of $8.4 million last year. That's total compensation. That was a 3.5 percent gain from 2006.

Thought with all the losses on Wall Street, the layoffs, the downturn, Allan I thought we were gonna see shareholders demand some changes. Where are they?

Allan Sloan: You know, there's a principle that says if a small number of people care about something an awful lot, they will have more influence than a lot of people who care about it only a little. And if there's anything in the world that chief executive officers of U.S. corporations care about, it's their compensation packages. And they care a lot. And no matter what the formula is, or often what the shareholders do, the CEOs influence the process enough -- either directly or indirectly -- that they all make out.

Jagow: Are you hearing about any movement within companies by shareholders to put more pressure on executive compensation?

Sloan: There is in fact something called "say on pay," which is really interesting, which proposes to give shareholders a say on the compensation of the top executives. And the name say on pay is very catchy, but it's been adopted in only one or two places, one of which is Afflec. I just sort of wonder in the end how much good it'll do. But what could it hurt?

Jagow: We had talked before about the newest round of shareholder meetings, and how we were expecting shareholders to come in there with fire in their bellies and demand things like accountability. Have we seen any of that?

Sloan: Well, we've seen some accountability at a bunch of these financial companies that have really run into trouble. The chief executive has been offered up as a human sacrifice. However, the CEOs of these big financial companies that have been broomed, no one said to them, you know, maybe you should give back some of the money we awarded you when we thought we were making a ton of money, and it turns out we really didn't because we had to take all these write-downs and all these profits were illusory -- you know, nobody does that. I mean there's accountability in the sense that these people lose their jobs, but there's no accountability in the sense that they're pursued for the money they probably shouldn't have gotten. And barring, you know, a complete miracle, I don't think that will ever happen, because shame used to be a powerful motivator, and I guess it isn't any more -- if you have enough money, you could afford to be ashamed.

Jagow: All right, Allan Sloan from Fortune Magazine. Thank you.

Sloan: You're welcome, Scott.