They are not. Management of companies has the fiduciary responsibility to act in the best interests of shareholders. That does not imply a legal requirement to maximize profit.
How many people in the world have the talent to run a $2.4 trillion company effectively.
He has done surprisingly well during his time there, but Apple has shifted more into a monopolistic, protectionist company with declining software/hardware quality compared to when Steve Jobs was running it.
From an investor standpoint, he's done quite well. And since his reward is based on stock value, I'd say he's earned it. But I wouldn't say he's 100X or more talented than an average experienced business leader.
That's not the relevant metric. An extra 0.0003X growth pays back the 750 million for a 2.4 trillion dollar company.(750mil bonus/2.4 T market cap)
If he is 1.0003 X better at growing value than the average CEO, it was worth it from the financial perspective.
The argument that Tim cook a 1.0003X CEO is a lot easier to make.
Considering how much CEOs who lose massive a mounts at companies get rehired elsewhere I seriously doubt that in most cases a monkey with a typewriter would do worse. Plenty of possible CEOs to hire and easy to find, they just don't have the connections to get hired because they are in the Zoo. (/s if sarcasm was not effectively implied)
Yes, Apple has ballooned in valuation. The question is how much of this is attributable to Tim Cook, how much to other Apple employees, how much to external factors (e.g. tech bubble) and how much of it is just sheer inertia.
Satya Nadella takes over, steers the ship towards services and cloud, literally billions worth of better leadership.
In this case specifically, it's very unlikely that any group of shareholders could succesfully sue the Board about this compensation package.
Who would say, "Nah, sounds like a lot of work for only $200 million extra. I'll just coast, thank you."
But it isn't. The free market is inherently non-free.