Abstract: The design of managers' incentive mechanism based on the theory of principle-ag ent is liable to make managers protect shareholders' interests at the cost of ot her stakeholders' interests. The article illustrates the importance and essence of stakeholder-based incentive mechanism of managers theoretically. Furthermore , the article establishes a stakeholder-based evaluation index of company perfo rmance, and then designs a managers' incentive mechanism model to benefit Chines e companies.