This article tests several predictions of tournament theory on executive compensation in the context of a transition economy. Using an unbalanced panel which consists of a total of 34701 executives in 450 publicly listed firms in China during 1999 and 2006, we find that (1) pay increases as executives move up the corporate hierarchy into higher ranks; (2) pay gap is the largest between the first and second tier executives, although it does not increase monotonically across all executive ranks; and (3) pay dispersion increases with the number of tournament participants and the level of noise in the business environment. In addition, we find evidence that state ownership of shares reduces executive compensation and pay gap, and corporate governance structure affect pay dispersion. Overall, our study shows that listed firms in China, as they become more and more market-oriented, have adopted a pay structure that is largely consistent with the predictions of tournament theory, and that it is important to consider both ownership structure and corporate governance in analyzing executive compensation structure.