The purpose of this study is to investigate the impact of corporate governance, firm performance on CEO compensation. More specific, firm performance, board size and audit expenditure are linked with CEO compensation. Using panel data for 151 Pakistani firms listed on Karachi Stock Exchange (KSE), fixed effects regression has been performed. The results indicate firm performance is negatively associated with CEO compensation, which hold managerial power theory. While, board size and audit expenditure showed a positive relationship with CEO compensation, which reflects the presence of human capital theory. The results of study are in line with the prior studies done on CEO compensation.