This study examines the relationship between board structure (non executive directors, executive directors and independent non executive directors) and CEO compensation, in the context of an emerging and developing economy of Pakistan in year 2009. Most of the previous studies about board structure and CEO compensation are based in developed economies but this study is about a developing and emerging economy Pakistan and possibly this attempt will contributes to literature. Data for 86 listed firms from Lahore stock exchange, Pakistan has been used for year 2009. The findings show that board size and percentage of independent non executive directors have negative relation but insignificant effect upon CEO compensation. Other variables like percentage of non executive directors and percentage of executive directors have positive relation but these variables do not significantly affect CEO compensation in Pakistani companies.