Elon Musk
In a landmark ruling and setback for Elon Musk, a Delaware judge has nullified the staggering $56 billion pay package of Tesla CEO.
This decision marks a pivotal moment in corporate governance and raises questions about executive compensation and board independence.
The pay package, initially agreed upon in 2018, was one of the largest in corporate America’s history.
It was structured around stock option awards, with Elon Musk set to earn them as Tesla met specific financial and operational goals.
However, the Delaware Court found significant issues with the way this package was negotiated and approved.
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Delaware’s Court of Chancery Judge Kathaleen McCormick described the compensation as an “unfathomable sum,” highlighting concerns over its fairness to Tesla shareholders.
She noted that the Tesla board, which approved the pay package, seemed to be under the influence of Musk’s considerable presence in the company, raising serious concerns about the board’s independence and oversight capabilities.
The ruling stemmed from a lawsuit brought by a Tesla shareholder, Richard Tornetta, who challenged the pay package’s validity.
The court found that the compensation package was unfair to other Tesla shareholders and that Elon Musk essentially created his own pay package with the help of allies on the Tesla board.
The ruling also described seven out of eight directors marching in lockstep with Musk and all too willing to approve his compensation plan.
The compensation package, devised in 2018, was tied to 12 milestones related to market capitalization, revenue, and profit targets that Musk needed to reach to qualify for a stock package now worth over $50 billion.
The court’s decision to void the package could have significant implications for Tesla’s governance structure and its board’s future decision-making process.
The ruling is significant because Elon Musk may be forced to give up a grant of Tesla shares worth over $50 billion, pending a successful appeal.
The ruling also raises questions about the future of Musk’s wealth and the potential ramifications for Tesla.
The decision could have serious implications for the company’s financial stability and its ability to attract and retain top talent.
In response to the ruling, Musk, who is recognized as one of the world’s richest individuals, expressed his dissatisfaction with the decision.
Known for his outspoken nature and significant social media presence, Elon Musk criticized the judgment and the state of Delaware’s corporate laws.
“Never incorporate in Delaware,” Elon Musk posted on Tuesday to his social media site X, formerly Twitter. Musk further added that he recommended Nevada or Texas “if you prefer shareholders to decide matters.”
He then put the issue to a user poll in which he asked whether Tesla should move its state of incorporation to Texas, in line with where its headquarters are situated.
More than 750,000 accounts cast their vote with 88% in support of the idea.
Despite the setback, Musk and his legal team have the option to appeal the decision to the Delaware Supreme Court.
Vivek Ramaswamy, a biotech entrepreneur who ended his Republican Presidential nomination campaign earlier this month, slammed the court’s decision, saying it was a “threat to the future of capitalism”.
“The Delaware Chancery Court’s decision to strike down Tesla’s deal with Elon is a threat to the future of capitalism. Courts shouldn’t second-guess the *business judgments* of boards to maximize shareholder value. Yet that’s exactly what Tesla’s board did here – successfully,” Ramaswamy said in a post on X.
“You have a bureaucrat acting as a judge in the Delaware chancery court that didn’t second guess the judgment. I’d say tell that judge to start a $60 billion and then $600 billion company, and offer a better lesson to this board on how it’s done,” he said.
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