The actual influence that a fund has on a company is not necessarily tied to its shareholding, and this is a major glitch:
1) Some individuals may retain significant amount of voting rights, that is not proportional to their shareholding interest.
Of course they shouldn't be accused of breach of their fiduciary duties, nor get a claim of waste of corporate assets.
2) Institutional fund holders may not vote in favour of their shareholder's interest
The people casting the votes during corporate actions are not necessarily the ones who hold the shares.
3) Close relationships
When you are board member in company A, and your friend is in company B. You can help him with A, and he is going to help you with B.
4) Corruption
Sometimes founders don't get the exit that they expected, and such arrangements are a good way to get extra money.
Board members may consider themselves underpaid as well.
5) Pressure
We won't give you debt financing if you don't use part of that money to purchase our other company on the other side.
I may sue you for sexual harassment if you don't convince the board to attribute me additional RSUs.
Probably many other ways.
This is why some acquisitions are total non-sense or over-priced, the same way that some employees are simply overpaid for no reasons other than being close to the board.
You see the same mechanisms with governments purchasing useless businesses.
A less extreme example than an acquisition that still gives you an idea of misalignment of interests between shareholders and board members, you can see in a video here:
https://www.quimbee.com/cases/espinoza-v-zuckerberg (the video is actually cool and easy to understand)
"We now grant RSUs to new directors who aren't Facebook investors or employees"
...
Just one example among many.
I like this topic, because it pushes you to do better due diligence on public companies, as some companies are really wasting company money, that it could feel intentional.
