Executive compensation has been controversial for many years. Controversies over executive pay have sparked outrage from some sectors and calls for increased regulation and reform. Yet others argue that knee-jerk reactions to perceived abuses of pay can lead to a host of unintended and inefficient outcomes. This paper argues that much of this controversy is due to executives being rewarded via contracts that have weaknesses in design. We argue that few stakeholders in firms would object to generous compensation for managers whose performance results in abnormally high long-term shareholder wealth creation. We state a set of principles, developed from a review of the extensive theoretical, regulatory, and empirical literature, that we offer as fundamental building blocks for designing executive remuneration systems in public firms, especially where ownership and control are separated. Our purpose is to generate broad debate and discussion leading to a consensus as to the principles that should be present in all executive compensation contracts such that the interests of shareholders and managers are more closely aligned.CEO compensation is controversial. While some examples of CEO misbehaviour are quite recent and thus well-remembered, 1 Murphy (2013) demonstrates that CEO pay was controversial in the US even before the Great Depression of the 1930s, while Frydman and Sacks (2010) provide historical comparisons of median CEO pay relative to an average worker for the period 1936-2005. CEOs of public companies are routinely perceived to be overpaid and their boards are perceived to provide poor monitoring and control of powerful executives. There are three elements to these complaints (Kaplan, 2013): (a) CEOs are overpaid and their pay keeps increasing; (b) CEO pay is not linked to performance; and (c) corporate boards are ineffective monitors. Bebchuk and Fried (2005, p. 2)