Abstract:The Chinese listed companies differ from their western counterparts in that the governance environment is characterized by dominance/control of major shareholders and soft constraint of debts, within which the focus of principal agent relationship between shareholders and managers as well as creditors , major and minor shareholders depends on the motivation and direction of executives. This paper explores the impacts of major shareholder dominance/control and financial leverage on executives compensation and discovers that the degree dominance/control, level of debts, nature of the business and “high tech” attributes may affect executives compensation package of “monetary pay plus share holding”, and the relationship may be nonlinear.