Honeywell's compensation committee laid out detailed charts and metrics to explain how David Cote's $3.5 million bonus (down from $4.2 million in 2007) was based on the company's overall financial performance, not the 47 percent drop in its stock price.

The Avis and Honeywell situations are typical of what is happening at companies across America, Oppermann said. Compensation committees, composed of independent directors and increasingly helped by outside consultants, lay out specific goals. If the CEOs didn't hit the thresholds, "they didn't get paid or were paid a lot less."

Even so, shareholders still don't have a big enough say in rewards for the top executives, said Gary Brouse, director of policy at the Interfaith Center on Corporate Responsibility in New York.

Brouse's organization is pushing for "say to pay" policies to give investors the opportunity to work in an advisory capacity with compensation committees in setting CEO pay.

The goals and rationale behind compensation packages are spelled out in detail in the corporate proxy and 10K forms. As Fort Lee-based Asta Funding's compensation committee said, that means "making sure that compensation rewarded good performance, that a greater percentage of overall compensation be tied to performance and that there be a reasonable mix of cash and equity compensation."

Since "the performance of the company did not reach goals set for the year," the salary of Asta CEO Gary Stern was frozen for 2009 after rising less than 1.3 percent in 2008, and he got no bonus.

Other companies are following similar paths, with performance-based shares increasingly replacing stock options, Oppermann said. "Those are shares you get for hitting a long-term goal, generally a three-year performance."

Despite the detailed standards, there is nothing to stop a company from changing its rules in mid-year as happened with Mark Frissora, CEO at Park Ridge-based Hertz Global Holdings Inc.

Hertz stock fell by 68 percent last year, but Frissora didn't take as big a hit as he might have because the compensation committee decided it needed "to retain and incentivize management" and to "reward positive operational and financial performance."

So it approved bonuses for executives "to recognize ... that the terms of our annual incentive plan as originally established were no longer realistic and therefore provided insufficient direction and motivation to our management."

As a result, Frissora got a bonus of $600,925 (down from $2.25 million in 2007), $63,152 in stock awards and $5.7 million in options.

Here's a look at what some other CEOs earned in their most recent fiscal year:

--Stephen Holmes, Wyndham Worldwide Corp.: This was not a good year in the hotel and time-share businesses, and Parsippany-based Wyndham's stock plummeted by 72 percent.