Using a pooled cross-sectional, time-series regression approach, this study investigates the effects of selected corporate governance mechanisms, ownership structure, firm risk, and strategic variables on CEO cash compensation, and separately, total compensation in a panel of 222 US firms over the 1992-1995 period, while controlling for the impacts of CEO tenure, firm size, performance, risk and diversification. The hypotheses were tested using pooled time-series cross-sectional regression analysis. Contrary to expectations, the outside director ratio had a strong positive impact on the cash compensation component, but none on total compensation. Inside director ownership had a negative impact on CEO cash compensation.Outside pressuremeasured as the number ofblockholdersholding more than 5% of the outstanding stock, had a negative effect on cash compensation. However, this variable did not affect total pay. The level of firmdiversification increasedthe cash component of CEO pay. Total risk positively influenced CEO cash compensation.