AbstractRecent research and public discourse on executive compensation and corporate governance suggests a growing consensus that firms can and should increase their control over top managers by increasing the use of managerial incentives and monitoring by boards of directors. This study departs from this consensus by offering an alternative perspective that considers not only the benefits, but also the costs of both incentives and monitoring in large corporations. The study develops and tests a contingency cost/benefit perspective on governance decisions as resource allocation decisions, proposing how and why the observed levels of managerial incentives and monitoring may vary across organizations and across time. Specifically, the study suggests that: (1) firms that are more risky face greater costs when using incentive compensation contracts for top managers, thus reducing the expected level of incentive compensation use for such firms; (2) firms facing this problem of low incentive compensation use can realize greater benefits from higher levels of board monitoring, and thus are likely to rely more on board monitoring; and (3) firms with more complex comporate strategies face higher costs in using board monitoring, and are thus likely to rely less on board monitoring as a source of controlling top management behavior. The study also proposes that within this contingency perspective there may be diminishing ‘behavioral returns’ to increases in monitoring and incentives. These hypotheses are tested using extensive longitudinal data from over 400 of the largest U.S. corporations. The supportive findings suggest that maximal levels of incentives and monitoring are not necessarily optimal, and that a firm's strategy may not only have significant product/market implications, but also corporate governance implicati