Elon Musk’s $55 billion Tesla CEO compensation gets voided by judge
A Delaware judge has sided with Tesla shareholders who filed a lawsuit claiming that Elon Musk unjustly secured a $55 billion CEO compensation plan. The plan is now voided by the court.
It’s unclear what will come out of this unique situation where Musk could potentially have to give back billions of dollars worth of Tesla shares.
In 2018, Tesla shareholders voted for Elon Musk to get a historic new CEO compensation package that could be worth $55 billion for the executive if Tesla achieved remarkable growth in valuation and profits, which it did.
However, some shareholders argued that Musk unfairly secured this extremely generous compensation plan through misleading shareholders about the fact that the plan was being put together by an independent board.
They filed a complaint in court in Delaware. The case went to trial in 2022, but it took a long time for the judge to give her decision.
The case came back into the news lately as Musk discussed another potentially historical CEO compensation plan at Tesla as he seeks to get 25% voting control over the company. His stake in Tesla is currently down to about 13% (~18% if he ends up being able exercise some stock options left from his compensation plan) after he sold tens of billions worth of Tesla stocks to buy Twitter.
Musk said that Tesla was waiting on the judge’s decision before moving ahead with the new compensation plan
The decision finally came today. Delaware Chancery Court Chief Judge Kathaleen St. J. McCormick sided with the shareholders who filed the complaint:
This posttrial decision enters judgment for the plaintiff, finding that the compensation plan is subject to review under the entire fairness standard, the defendants bore the burden of proving that the compensation plan was fair, and they failed to meet their burden.
Musk briefly commented on the judgment, which he is most likely going to appeal, on X:
In short, the judge found that “Musk controlled Tesla” at the time the compensation package was put together:
The collection of features characterizing Musk’s relationship with Tesla and its directors gave him enormous influence over Tesla. In addition to his 21.9% equity stake, Musk was the paradigmatic “Superstar CEO,” who held some of the most influential corporate positions (CEO, Chair, and founder), enjoyed thick ties with the directors tasked with negotiating on behalf of Tesla, and dominated the process that led to board approval of his compensation plan. At least as to this transaction, Musk controlled Tesla.
An interesting caveat to the decision is that Musk’s lawyers had the option to shift the burden of proof that the compensation package was unfair to the plaintiff, but only if the package approved by “fully informed vote of the majority of the minority stockholders.”
Of course, Tesla shareholders voted for the plan, but the judge found that “the defendants were unable to prove that the stockholder vote was fully informed because the proxy statement inaccurately described key directors as independent and misleadingly omitted details about the process.”
Therefore, an important part of this case relied on the judge agreeing with the plaintiff that the board members behind the package were not “independent”.
Here’s how the judge describes how it wasn’t even clear who was negotiating on Musk’s behalf versus Tesla’s behalf:
The process leading to the approval of Musk’s compensation plan was deeply flawed. Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf. He had a 15-year relationship with the compensation committee chair, Ira Ehrenpreis. The other compensation committee member placed on the working group, Antonio Gracias, had business relationships with Musk dating back over 20 years, as well as the sort of personal relationship that had him vacationing with Musk’s family on a regular basis. The working group included management members who were beholden to Musk, such as General Counsel Todd Maron who was Musk’s former divorce attorney and whose admiration for Musk moved him to tears during his deposition. In fact, Maron was a primary gobetween Musk and the committee, and it is unclear on whose side Maron viewed himself. Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.
After hearing from both sides, the judge found that there was “no meaningful negotiation over any of the terms of the plan.”
Musk’s lawyers tried to argue that the CEO made some “concessions” as part of negotiations, but the judge didn’t buy it.
In this litigation, the defendants touted as concessions certain features of the compensation plan—a five-year holding period, an M&A adjustment, and a 12- tranche structure that required Tesla to increase market capitalization by $100 billion more than Musk had initially proposed to maximize compensation under the plan. But the holding period was adopted in part to increase the discount on the publicly disclosed grant price, the M&A adjustment was industry standard, and the 12-tranche structure was reached in an effort to translate Musk’s fully-diluted-share proposal to the board’s preferred total-outstanding-shares metric. It is not accurate to refer to these terms as concessions.
One of the main arguments from Tesla shareholders who are against this lawsuit is that “it was good for everyone”. Yes, Elon gets 6% more of Tesla, but Tesla gets $600 billion more in valuation.
The judge had an answer to this argument:
At a high level, the “6% for $600 billion” argument has a lot of appeal. But that appeal quickly fades when one remembers that Musk owned 21.9% of Tesla when the board approved his compensation plan. This ownership stake gave him every incentive to push Tesla to levels of transformative growth—Musk stood to gain over $10 billion for every $50 billion in market capitalization increase. Musk had no intention of leaving Tesla, and he made that clear at the outset of the process and throughout this litigation. Moreover, the compensation plan was not conditioned on Musk devoting any set amount of time to Tesla because the board never proposed such a term. Swept up by the rhetoric of “all upside,” or perhaps starry eyed by Musk’s superstar appeal, the board never asked the $55.8 billion question: Was the plan even necessary for Tesla to retain Musk and achieve its goals?
The story is still developing. I will update with more details as I continue going through the lengthy decision, which you can read below.
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The US Department of Energy (DOE) today announced $1.2 billion in financing to replace Puerto Rico’s fossil fuel plants with solar and battery storage through 2032.
The DOE’s Loan Programs Office announced two conditional commitments and one loan closing to power producers in Puerto Rico. Each supports a project contracted with the Puerto Rico Electric Power Authority. The announcements include:
- The closing of a $584.5 million loan guarantee to subsidiaries of Convergent Energy to finance a 100 MW solar farm with a 55 MW (55 MWh) battery energy storage system (BESS) in the municipality of Coamo and BESS installations in the municipalities of Caguas (25MW/100MWh), Peñuelas (100MW/400MWh), and Ponce (up to 100MW/400MWh)
- A conditional commitment for a loan guarantee of up to $133.6 million to a subsidiary of Infinigen for a 32.1 MW solar farm with an integrated 14.45 MW (4.76 MWh) BESS, and a co-located standalone 50 MW (200 MWh) BESS expansion in the municipality of Yabucoa
- A conditional commitment for a loan guarantee of up to $489.4 million to a subsidiary of Pattern Energy for three stand-alone BESS in the municipalities of Arecibo (50 MW/200 MWh), and Santa Isabel (50 MW /200 MWh and 80 MW/320 MW), and a 70 MW solar farm with an integrated BESS in the municipality of Arecibo.
If all are finalized, these projects would more than double LPO’s support for utility-scale solar generation and battery energy storage in Puerto Rico.
LPO provides low-cost financing and a rigorous due diligence process, making it a valuable resource for Puerto Rico as it works to rebuild an affordable, reliable, and clean energy system. As a result of reliance on imported fuel, the persistent threat of tropical storms, and underinvested infrastructure, Puerto Ricans today face average energy costs that are twice the US average – all while consuming only one-quarter of the energy of the US per capita.
LPO’s initial loan to a power producer in Puerto Rico, Project Marahu, closed in October 2024, and when complete will add more than 200 MW of solar and up to 285 MW of stand-alone energy storage to Puerto Rico’s grid.
Through its September 2023 partial loan guarantee to Project Hestia, LPO also supports virtual power plant (VPP)-ready rooftop solar and battery storage installations in Puerto Rico. As a nationwide project, Hestia’s sponsor is committed to at least 20% of installations under Project Hestia going to homeowners in Puerto Rico.
As part of its procurement plan, Puerto Rico Electric Power Authority seeks to install 1,500 MW of battery storage and requires a minimum capacity of storage to be co-located with each utility-scale solar project. Energy storage systems currently online in Puerto Rico are being dispatched every day.
When including Marahu, LPO’s closed and conditionally committed financing supports over 100% of the capacity Puerto Rico Electric Power Authority aimed to procure under its initial request for energy storage project proposals, the first of six.
Read more: Cleantech investments to top fossil fuels for the first time in 2025
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Chevy just introduced new deals on the Equinox and Blazer EV models to make them even more affordable. With 0% interest and a new trade-in bonus, Chevy is offering over $5,000 in savings.
Chevy adds new Equinox and Blazer EV deals in January
Although the Chevy Equinox EV is already “the most affordable” EV in its class with over 315 miles range, it’s getting even cheaper.
Earlier this week, Chevy launched new deals on the 2024 Equinox and Blazer EV models. According to a note sent to dealers, viewed by CarsDirect, the electric SUVs are now available with 0% APR financing for 60 months. You can also choose from 0.9% AP for 72 months and 2.9% APR for 84 months.
This marks the best financing offer on Chevy’s newest EVs to date. The previous best rates were 0.9% APR for 60 months, 3.9% for 72 months, and 5.9% for the longer 84-month option.
On a 7-year $45,000 loan, online auto research firm CarsDirect estimates the new deals amount to around a $5,200 price cut. The lower APR rates are already offered on the Chevrolet Silverado EV pickup.
In addition, Chevy is offering a trade-in bonus of up to $3,000 on the Silverado EV and $1,000 on the electric Equinox and Blazer models. If you choose to lease, the bonus is cut in half: $1,500 for the Silverado and $500 for the electric SUVs.
Chevy’s new EV deals started on January 14 and run through March 3, 2025. The deals come as rivals like Hyundai and Ford recently launched new EV promotions.
On Thursday, Hyundai launched a new promo on the upgraded 2025 IONIQ 5, which includes monthly leases as low as $199 and a free ChargePoint home EV charger (or $400 charging credit). Meanwhile, Ford extended its “Power Promise” program earlier this month, which also includes a free home charger, among several other benefits.
The 2024 Chevy Equinox EV started at $41,900 with up to 315 miles range. Prices for the electric Chevy Blazer start at $43,690 with up to 279 miles range.
If you are ready to try out Chevy’s new electric SUVs for yourself, we’ve got you covered. You can use our links below to view offers on the Chevy Equinox, Silverado, and Blazer EV models near you.
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In the Electrek Podcast, we discuss the most popular news in the world of sustainable transport and energy. In this week’s episode, we discuss non-Tesla EVs getting Supercharger access, Cybertruck sales in the spotlight, Rivian getting some money from Biden, and more.
The show is live every Friday at 4 p.m. ET on Electrek’s YouTube channel.
As a reminder, we’ll have an accompanying post, like this one, on the site with an embedded link to the live stream. Head to the YouTube channel to get your questions and comments in.
After the show ends at around 5 p.m. ET, the video will be archived on YouTube and the audio on all your favorite podcast apps:
We now have a Patreon if you want to help us avoid more ads and invest more in our content. We have some awesome gifts for our Patreons and more coming.
Here are a few of the articles that we will discuss during the podcast:
Here’s the live stream for today’s episode starting at 4:00 p.m. ET (or the video after 5 p.m. ET):
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