Based on the relevant data of non-financial listed companies in Shenzhen and Shanghai stock exchanges from 2016 to 2018, this paper analyzes the driving mechanism of CEO equity incentive on M & A decision-making, and specifically uses empirical analysis method to test the impact of CEO equity incentive on M & A events and the impact of CEO equity incentive on M & A scale. The results show that CEO equity incentive has a significant correlation with M & A events, and the probability of M & A events will increase with the increase of CEO equity incentive intensity; CEO equity incentive has a significant positive impact on the scale of M & A, and the larger the CEO equity incentive intensity is, the larger the scale of M & A will be. To a certain extent, the separation of two duties has a moderating effect on the relationship between CEO equity incentive and M & A decision-making of listed companies. The separation of two duties positively moderates the impact of CEO equity incentive on M & A scale of listed companies.