(FORTUNE Magazine) – Brace for a raucous proxy season this spring. Those convoluted corporate filings that often try to bury what chief executives are really paid could become incendiary devices at annual shareholder meetings. Consider: -- Runaway CEO pay, already fast outpacing the salaries of everybody else, got front-page attention during President Bush's Asian trip. The gaggle of high- paid corporate chiefs that accompanied him encountered many lower-paid counterparts whose companies often are doing far better. Chrysler's Lee Iacocca made a total $4.5 million in 1990, for example, vs. the reported $690,000 for Toyota's Shoichiro Toyoda. -- Senator Carl Levin (D-Michigan) has scheduled committee hearings on CEO pay for January 31. TV will love it. -- The total pay the proxies report could be stupendous. Reason: The stock market's knockout performance in 1991 may have tempted many CEOs to take gains on stock options or sell restricted stock, and stock-based incentive plans will pay off big. Anthony J.F. O'Reilly of H.J. Heinz realized what looks like the biggest option gain ever recorded: $71.5 million during the fiscal year ended last May 1. Never mind that those gains could represent years of good work by a CEO, as is the case for O'Reilly. When companies lay off thousands and the economy is feeble, fat compensation for CEOs easily sparks popular rage. It is already an issue in the presidential campaign. Directors who set CEO pay know they're in trouble. A high-powered group met at Northwestern University's Kellogg management school in January to discuss the problem. (Number of boards represented: 189.) They heard that future proxy seasons could be even noisier. The SEC has generally allowed companies to block shareholder proposals to limit executive pay, but Chairman Richard Breeden now says it is ''desirable and appropriate'' that shareholders be allowed to vote on ''significant policy issues'' of pay through proxies. Washington hands warn of politically imposed changes if directors do not act fast enough.

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