Elon Musk’s $56 billion compensation package from Tesla has been voided by a Delaware judge, who ruled that the deal was influenced by Musk’s dominant role in the company. The court found that Tesla’s board and compensation committee failed to act independently during negotiations, citing Musk’s deep ties with board members and his control over the process. This decision follows allegations that Tesla’s shareholder vote on the package was misinformed due to misleading disclosures about director independence.
The compensation plan, introduced in 2018, granted Musk 12 stock option tranches contingent on Tesla achieving ambitious revenue and market capitalization goals. Although the package helped Tesla soar in value, making Musk the world’s richest individual for a time, it faced criticism for its sheer scale. Shareholder Richard Tornetta argued that the payout diluted shareholder equity and breached fiduciary responsibilities.
Judge Kathaleen McCormick emphasized Musk’s overwhelming influence at Tesla, including his 21.9% ownership stake, leadership roles, and strong connections with key negotiators. Her ruling concluded that the process lacked arm’s-length negotiation and failed to prioritize the company’s interests. The verdict also noted irregularities in the shareholder approval process, further undermining the package’s legitimacy.
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