This study examines how the level and time horizon of sensitivity for different types of performance-based CEO and CFO compensation affect the likelihood of reporting material weaknesses in internal control required by SOX. The study finds that long-term incentives, including unvested options, and long term incentive plans, are negatively associated with the reporting of ICWs. In contrast, there is evidence that vested CEO options are positively related to ICW reporting, while other short–term incentives are unrelated to ICW reporting, with the exception of unrestricted equity holdings for CFOs only. This exception may be an artifact of the small value of these holdings relative to other forms of compensation and holdings of the CEO, which render them long-term holdings for the purpose of market signalling. These relations hold after controlling for determinants of ICWs identified in prior research. The results provide evidence that time horizon is an important factor in understanding the impact of incentives. They also indicate that incentives to comply with SOX go beyond the financial and criminal penalties specified in the legislation to include CEO and CFO compensation arrangements within the firm.