Subject to these limitations, our paper makes two primary contributions. First, we add to the literature on equity incentives by focusing on a specific aspect of managerial performance—the effectiveness of internal controls. While this relation is an important and unresolved issue, the lack of internal control data has generally precluded an empirical investigation. That is, although requirements for firms to maintain adequate systems of internal control date back to the Foreign Corrupt Practices Act of 1977, only recently has the disclosure of internal control weaknesses been required (SOX Section 404). These disclosures represent an objective measure of the quality of internal controls, thus providing a framework to test whether the provision of equity incentives is associated with more effective internal controls.