Since the 1980s, executive compensation of directors and officers in U.S. Corporations have increased sharply. This paper reflects upon the public criticism of corporations that paid exorbitant amounts as salary and other benefits to their directors and officers. This paper focuses on the laws of corporations in Delaware as they relate to directors and officers’ compensation. The author examines different concepts such as the doctrine of waste that creates a duty that a corporation cannot give away or waste its assets. The author concludes that executive compensation packages should mirror Delaware corporation laws while remaining reasonable flexible to account for performance bonuses