Under the modern enterprise governance system, there is a certain interest game between the management and the owners of the company due to the principal-agent contradiction. In order to coordinate the contradiction between the long-term goals of the owners and the short-term interests of the management, equity incentive emerges as the times require. Through the equity incentive system, enterprise managers and core technical personnel can participate in the business decision-making, profit distribution and risk-taking as shareholders, so as to serve the long-term development of enterprises more responsibly and produce positive implementation effect. However, this system in the implementation process, there will be corresponding problems, this paper will analyze the problems caused by the policy and put forward relevant countermeasures and suggestions.