NEW YORK (AP) — Profits at big U.S. companies broke records lastyear, and so did pay for CEOs.

The head of a typical public company made $9.6 million in 2011,according to an analysis by The Associated Press using data fromEquilar, an executive pay research firm.

That was up more than 6 percent from the previous year, and isthe second year in a row of increases. The figure is also thehighest since the AP began tracking executive compensation in2006.

Companies trimmed cash bonuses but handed out more in stockawards. For shareholder activists who have long decried CEO pay asexorbitant, that was a victory of sorts.

That's because the stock awards are being tied more often tocompany performance. In those instances, CEOs can't cash in theshares right away: They have to meet goals first, like boostingprofit to a certain level.

The idea is to motivate CEOs to make sure a company does welland to tie their fortunes to the company's for the long term. Fortoo long, activists say, CEOs have been richly rewarded no matterhow a company has fared — "pay for pulse," as some critics callit.

To be sure, the companies' motives are pragmatic. The corporateworld is under a brighter, more uncomfortable spotlight than it wasa few years ago, before the financial crisis struck in the fall of2008.

Last year, a law gave shareholders the right to vote on whetherthey approve of the CEO's pay. The vote is nonbinding, butcompanies are keen to avoid an embarrassing "no."

"I think the boards were more easily shamed than we thought theywere," says Stephen Davis, a shareholder expert at Yale University,referring to boards of directors, which set executive pay.

In the past year, he says, "Shareholders found their voice."

The typical CEO got stock awards worth $3.6 million in 2011, up11 percent from the year before. Cash bonuses fell about 7 percent,to $2 million.

The value of stock options, as determined by the company,climbed 6 percent to a median $1.7 million. Options usually givethe CEO the right to buy shares in the future at the price they'retrading at when the options are granted, so they're worth somethingonly if the shares go up.

Profit at companies in the Standard & Poor's 500 stock indexrose 16 percent last year, remarkable in an economy that grew moreslowly than expected.

CEOs managed to sell more, and squeeze more profit from eachsale, despite problems ranging from a downgrade of the U.S. creditrating to an economic slowdown in China and Europe's neverendingdebt crisis.

Still, there wasn't much immediate benefit for the shareholders.The S&P 500 ended the year unchanged from where it started.Including dividends, the index returned a slender 2 percent.

Shareholder activists, while glad that companies are moving abigger portion of CEO pay into stock awards, caution that therearranging isn't a cure-all.

For one thing, companies don't have to tie stock awards toperformance. Instead, they can make the awards automaticallypayable on a certain date — meaning all the CEO has to do is stickaround.

Other companies do tie stock awards to performance but set easygoals. Sometimes, "they set the bar so low, it would be difficultfor an executive not to trip over it," says Patrick McGurn, specialcounsel at Institutional Shareholder Services, whichadvises pension funds and other big investors on how tovote.

And for many shareholders, their main concern — that pay is justtoo much, no matter what the form — has yet to be addressed.

"It's just that total (compensation) is going up, and that'swhere the problem lies," says Charles Elson, director of theWeinberg Center for Corporate Governance at the University ofDelaware.

The typical American worker would have to labor for 244 years tomake what the typical boss of a big public company makes in one.The median pay for U.S. workers was about $39,300 last year. Thatwas up 1 percent from the year before, not enough to keep pace withinflation.

Tita Freeman, a senior vice president at the BusinessRoundtable, a group of chief executives of large U.S. companies,says that CEO compensation is driven by market forces.

"I can't tell you precisely what a specific CEO should make, anymore than I can tell you what a top-performing Major LeagueBaseball shortstop should make," Freeman said in an emailedstatement.

Since the AP began tracking CEO pay five years ago, the numbershave seesawed. Pay climbed in 2007, fell during the recession in2008 and 2009 and then jumped again in 2010.

To determine 2011 pay packages, the AP used Equilar data to lookat the 322 companies in the S&P 500 that had filed statementswith federal regulators through April 30. To make comparisons fair,the sample includes only CEOs in place for at least two years.

Among the AP's other findings:

— David Simon, CEO of Simon Property, which operates mallsaround the country, is on track to be the highest-paid in the APsurvey, at $137 million. That was almost entirely in stock awardsthat could eventually be worth $132 million, some of which won't beredeemable until 2019. The company said it wanted to make sureSimon wasn't lured to another company. He has been CEO since 1995;his father and uncle are Simon Property's co-founders.

This month, Simon Property's shareholders rejected Simon's paypackage by a large margin: 73 percent of the votes cast for oragainst were against.

But the company doesn't appear likely to change the 2011package. After the shareholder vote, it released a statement sayingthat "we value our stockholders' input" and would "take their viewsinto consideration as (the board) reviews compensation plans forour management team." But it also said that Simon's performance hadbeen stellar and it needed to pay him enough to keep him in thejob.

Simon's paycheck looks paltry compared with that of Apple CEOTim Cook, whose pay package was valued at $378 million when hebecame CEO in August. That was almost entirely in stock awards,some of which won't be redeemable until 2021, so the value couldchange dramatically. Cook wasn't included in the AP study becausehe is new to the job.

— Of the five highest-paid CEOs, three were also in the top fivethe year before. All three are in the TV business: Leslie Moonvesof CBS ($68 million); David Zaslav of Discovery Communications,parent of Animal Planet, TLC and other channels ($52 million); andPhilippe Dauman of Viacom, which owns MTV and other channels ($43million).

— About two in three CEOs got raises. For 16 CEOs in the sample,pay more than doubled from a year earlier, including Bank ofAmerica's Brian Moynihan (from $1.3 million to $7.5 million),Marathon Oil's Clarence Cazalot Jr. (from $8.8 million to $29.9million) and Motorola Mobility's Sanjay Jha (from $13 million to$47.2 million).

— CEOs running health-care companies made the most ($10.8million). Those running utilities made the least ($7 million).

— Perks and other personal benefits, such as hired drivers orpersonal use of company airplanes, rose only slightly, and somecompanies cut back, saying they wanted to align their pay structurewith "best practices."

Military contractor General Dynamics stopped paying for countryclub memberships for top executives, though it gave them paymentsequivalent to three years of club fees to ease "transition issues"caused by the change.

The typical pay of $9.6 million that Equilar calculated is themedian value, or the midpoint, of the companies used in the APanalysis. In other words, half the CEOs made more and halfless.

To value stock awards and stock options, the AP used numberssupplied by the companies. Those figures are based on formulas thecompanies use to estimate what the stock and options willeventually be worth when a CEO receives the stock or cashes in theoptions.

Stock awards are generally valued based on the stock's currentprice. Stock options are valued using company estimates that takeinto account the stock's current price, how long until the CEO cancash the options in, how the stock price is expected to move beforethen, and expected dividends. Estimates don't generally takeinflation into account.

The shift to stock awards is at least partly rooted in what isknown as the Dodd-Frank law, passed in the wake of the financialcrisis, which overhauled how banks and other public companies areregulated.

Beginning last year, Dodd-Frank required public companies to letshareholders vote on whether they approve of the top executives'pay packages. The votes are advisory, so companies don't have totake back even a penny if shareholders give them the thumbs-down.But shame has proved a powerful motivator.

It got Hewlett-Packard to change its ways. After an embarrassing"no" vote last year on the 2010 pay packages, including nearly $24million for ousted CEO Mark Hurd, the company huddled with morethan 200 investment firms and major shareholders, then threw outits old pay formula. New CEO Meg Whitman is getting $1 a year insalary and no guaranteed bonus for 2011. Nearly all her pay is instock options that could be worth $16 million, but only if theshare price goes up.

Other companies took notice, too. Last year, shareholdersrejected the CEO pay packages at Janus Capital, homebuilder BeazerHomes and construction company Jacobs Engineering Group. All wonapproval this year after the companies made the packages morepalatable to shareholders.

To be sure, shareholders aren't voting en masse againstexecutive pay. Instead, they seem to be saving "no" votes for theexecutives they deem most egregious.

Of more than 3,000 U.S. companies that held votes in 2011, only43 got rejections, according to ISS. But the mere presence of the"say on pay" vote is triggering change, shareholder activistssay.

"Companies that have gone through that trial by fire don't wantto go through it again," says McGurn, the ISS special counsel.

Even Chesapeake Energy, a company perennially in the cross-hairsof corporate-governance activists, is bowing to pressure. Thecompany has drawn fire for showering CEO Aubrey McClendon withassorted goodies. In addition to handing him big pay packages —$17.9 million for 2011 — Chesapeake in recent years has spentmillions sponsoring the NBA's Oklahoma City Thunder, which hepartially owns, paying him for his collection of antique maps andletting him buy stakes in company wells.

Last year, shareholders of the natural gas producer passed theproposed 2010 pay package but by a low margin, 58 percent. Thisyear, with shareholder pressure mounting, the board has ended someof McClendon's perks and stripped him of his title as chairman. Alawsuit settlement is forcing him to buy back his $12 million worthof maps.

After losing the chairman job, McClendon issued a statementsaying the demotion "reflects our determination to uphold strongcorporate governance standards." Chesapeake will seek shareholderapproval for McClendon's 2011 pay at its annual meeting inJune.

So far, Citigroup is the highest-profile company to have its paypackage rejected this year. The bank planned to pay CEO VikramPandit about $15 million for his work last year, noting that he hadreturned the company to profitability in 2010 and worked for $1that year. Shareholders, who watched the stock price plunge 44percent in 2011 (after adjusting for a reverse stock split) weren'tso forgiving.

It's usually around January that boards decide how much to pay aCEO for the previous year. Then they inform shareholders and askfor their vote in the spring — usually after the cash portion hasalready been handed out. For Pandit, that meant he had alreadyreceived $7 million in salary and cash bonus by the timeshareholders voted against his pay.

In a statement, Citi said it took the vote seriously and plannedto "carefully consider" the input of major shareholders. It hasn'tgiven more specifics. Richard Parsons, who retired as Citi'schairman after the April annual meeting, as previously planned,said after the vote that the board should have done a better jobexplaining to shareholders how it determined CEO pay.

Another big change is that more companies are giving themselvesthe right to take back a top executive's pay from previous years ifthey determine that the executive acted inappropriately to inflatethe company's financial results.

The Dodd-Frank overhaul will eventually require public companiesto include such broad "claw back" provisions, which will expand onnarrowly written rules from a decade ago. But companies aren'twaiting. In a separate study, Equilar found that 84 percent ofFortune 100 companies now include claw backs in their executive paypackages, up from 18 percent in 2006.

Last year, the former CEO of Beazer Homes agreed withregulators, who cited the older claw back rules, to turn over $6.5million he had earned when profits were inflated. In February, UBStook back half of the previous year's bonuses awarded to manyinvestment bankers because of subsequent losses in the unit.

Picking the right mix of incentives is partly just guesswork,and sometimes the results are simply a force of serendipity. Stockscan get swept up in rising or falling markets, so the fortunes ofCEOs with well-designed pay packages can reflect luck — good or bad— not just managerial skills.

In February 2009, James Rohr, the head of PNC FinancialServices, was granted options that allowed him to buy shares in thefuture at the then-current price, which had fallen 62 percent infive months on its way to a 17-year low the next month.

The stock has since doubled, and the options, mostly based onhitting certain profit and cost-cutting goals, are worth more than$20 million in paper profit, according to research by GMI Rating, acorporate governance watchdog. If investors had bought PNC stockjust before the financial crisis in 2008, they would still be downmore than a fifth.

Luck, of course, can cut both ways. Rohr is still waiting tocash in options granted in 2007, valued then at $2.5 million, whenthe stock was 18 percent higher than it is today.

Some shareholder groups doubt that ever-higher CEO pay,ingrained as it is in the corporate psyche, will ever berefashioned dramatically enough to satisfy shareholders andconsumer groups who see the paychecks as too big, too disconnectedfrom performance, and set by wealthy directors who are oblivious tothe way that most of their shareholders live.

"I hope we have seen the last of this," says Rosanna Weaver ofthe CtW Investment Group, which works on shareholder issues withunion-sponsored pension funds and has lobbied against CEOpay packages at a number of companies. "But I would be verysurprised, just given what I know of human nature, let alone what Iknow of the financial markets."

Still, she's encouraged by the change that has already beenstirred.

"It's a very big task," Weaver says. "I still believe it isworth trying."