Tesla Heads to Court, and Musk's Paycheck Is on the Line

Dow Jones
10/15

Tesla Motors is pulling out all the stops to pay CEO Elon Musk.

Tesla Inc. will go to bat again for Elon Musk's voided compensation on Wednesday, arguing before the highest court in Delaware that its CEO deserves the tens of billions of dollars he earned.

In 2018, Tesla shareholders voted to award Musk a payment package worth around $56 billion in stock, provided that Tesla hit a series of goals, which it did. However, a shareholder soon sued over that plan, and a Delaware judge voided the plan in January 2024 and reaffirmed the ruling later that year, citing Musk's influence over the board and saying that investors had not been fully informed.

Tesla officially appealed the ruling to the Delaware Supreme Court in January. The court will begin hearing oral arguments in several cases, including Tesla's, early on Wednesday.

Musk's incentive to protest the judgement is obvious, but Tesla also argues that the decision by Delaware Chancery Court Chancellor Kathaleen McCormick takes away power from shareholders, who voted to approve Musk's pay in 2018 and again last year.

"This ruling, if not overturned, means that judges and plaintiffs' lawyers run Delaware companies rather than their rightful owners - the shareholders," Tesla said in a December 2024 statement.

Shareholders have continued to back Musk, who is the face of the company and has led it as CEO for the past 17 years. His vision for Tesla as an electric-vehicle maker, artificial-intelligence leader and robotaxi-service provider is at the core of the Austin, Texas-based company's identity. Despite a bumpy road, Tesla's stock is up 96% over the last 12 months and up 13% year to date.

Musk, however, lacks a clear successor after several potential replacements, including Zach Kirkhorn, Tesla's former chief financial officer, left the company. Investors and Tesla's board have long worried that without compensation, Musk could focus on his other ventures, including SpaceX and xAI.

"It's not a money thing. It's a reasonable-control thing over the future of the company," Musk said at the Qatar Economic Forum in May. "I can't be sitting there and wondering if I'm going to be tossed out for political reasons by activists. That would be unacceptable."

Regardless of what the Delaware Supreme Court decides, Tesla shareholders will have another chance to convince Musk to stick around for a while.

On Nov. 6, investors will vote on a proposed $1 trillion 10-year compensation package that would be by far the largest executive-pay package ever seen in the U.S. The proposed package is about 18 times the size of the plan set to be debated before judges on Wednesday. It also features a laundry list of ambitious goals that Tesla will need to meet.

"The Product Goals were designed to accelerate execution at scale, keeping Elon and Tesla laser-focused on building these products and promoting their adoption," Tesla said in a post on X. "Elon is the right leader for Tesla's next phase of transformative growth," the company added.

That plan requires Tesla to hit a combination of milestones based on operations and market capitalization to unlock shares. For instance, delivering 1 million Optimus humanoid robots and reaching a $2 trillion market value would unlock one tranche of shares. Musk would need to remain as CEO for at least seven and a half years for any shares earned to vest.

Hitting even the easiest goals would net him tens of billions of dollars. But to earn the final two of the 12 tranches, and thus obtain his complete compensation, Musk would need to develop an executive succession plan.

A separate proposal put forward by Tesla's board also would grant Musk more than 207 million shares. However, if the shares are awarded and Tesla wins its legal battle, that stock will not be duplicated when Musk receives the rest of his 2018 compensation. A similar arrangement was enacted when the board awarded Musk 96 million shares in August.

"A 'deal is a deal,' but there will be no double dipping - Elon will not receive more than what he already earned and what shareholders previously approved, not once, but twice," Tesla said.

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