Delaware Judge Denies Elon Musk’s $56 Billion Tesla Pay Restoration
A judge in Delaware announced on Monday that Tesla CEO Elon Musk will not have his $56 billion salary package reinstated, despite a shareholder vote supporting its restoration.
This ruling comes from Chancellor Kathaleen McCormick of the Court of Chancery, reinforcing her earlier decision from January, which deemed the pay package excessive and nullified it. This unexpected ruling unsettled investors and raised concerns about Musk’s role at the top electric vehicle manufacturer.
Musk has not yet provided a response to an email seeking comment.
In legal documents, Tesla argued that the judge should take into account a vote by its shareholders in June that favored Musk’s pay package. They argue that Musk has been crucial for Tesla’s successes.
Additionally, Chancellor McCormick ordered Tesla to compensate the attorneys involved in the case with $345 million, significantly less than the $6 billion they originally sought.
Shareholders overwhelmed the court with letters claiming that the ruling in January increased the risk of Musk departing from Tesla or pursuing projects like artificial intelligence elsewhere.
Richard Tornetta, a shareholder who has sourced the legal challenge against Musk’s pay package since 2018, contended that Delaware law prevents a company from using a ratification vote to effectively overturn a trial ruling.
In her January verdict, McCormick found that Musk had a significant degree of control over the negotiation process for the 2018 pay package. The board argued Musk deserved the salary because he achieved ambitious targets regarding market worth, revenue, and profitability.
However, McCormick criticized Tesla’s board for being overly influenced by Musk, arguing that the compensation proposal came from a board with conflicts of interest due to their close ties to him.
Following the ruling in January, Musk expressed his discontent with the judge on X, his social media platform, and encouraged other companies to consider moving their incorporation from Delaware to Texas, although no companies have publicly taken this step.
In her previous ruling, the judge described Musk’s compensation package as “the largest ever,” an “inconceivable amount.” It was 33 times greater than the following largest executive compensation plan, which was Musk’s arrangement from 2012.
Musk’s 2018 compensation package allowed him to earn stock grants constituting around 1% of Tesla’s equity each time the company met one of 12 escalating operational and financial targets.
There was no guaranteed salary for Musk. Tornetta argued that shareholders were insufficiently informed about how feasible the targets were when they voted on the package.