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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On today’s exciting episode of Quick Charge, we don’t even mention “you know who,” focusing instead on EV news from Rivian, Lucid, Nissan, Ford, and what it takes to make a MAN in the heavy truck space. Check it out!
Sure, Nissan is pushing back production estimates on its yet-to-begin-production Nissan LEAF and Ford’s EV sales were down significantly in Q2, but there’s more to the story than the “Faux News” crowd would have you believe. Plus: some new electric success stories from Porsche and a disappointing (but still cool) dive into some new home backup battery tech.
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he 30% federal solar tax credit is ending this year. If you’ve ever considered going solar, now’s the time to act. To make sure you find a trusted, reliable solar installer near you that offers competitive pricing, check out EnergySage, a free service that makes it easy for you to go solar. It has hundreds of pre-vetted solar installers competing for your business, ensuring you get high-quality solutions and save 20-30% compared to going it alone. Plus, it’s free to use, and you won’t get sales calls until you select an installer and share your phone number with them.
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Battery electric cars sold today in Europe produce 73% less life-cycle greenhouse gas emissions than gas cars, even when factoring in production, according to new research from the International Council on Clean Transportation (ICCT). That’s a big improvement from 2021, when the gap was 59%.
Meanwhile, hybrids and plug-in hybrids haven’t made much progress. The study confirms what clean transportation advocates have been saying for years: If Europe wants to seriously slash emissions from its dirtiest mode of transport – ICE passenger cars, which pump out nearly 75% of the sector’s pollution – it needs to go all-in on battery EVs.
“Battery electric cars in Europe are getting cleaner faster than we expected and outperform all other technologies, including hybrids and plug-in hybrids,” said ICCT researcher Dr. Marta Negri. Credit the continent’s rapid shift to renewables and the higher energy efficiency of EVs.
The makeup of the EU’s power grid is changing fast. By 2025, renewables are expected to generate 56% of Europe’s electricity, up from 38% in 2020. And that’s just the beginning: the share could hit 86% by 2045. Since cars bought today could still be on the road two decades from now, the growing use of clean electricity will only boost EVs’ climate benefits over time.
Gas-powered cars, on the other hand, will stay mostly tied to fossil fuels as the cost and availability of biofuels and e-fuels are still uncertain.
Hybrids and plug-in hybrids only cut lifetime emissions by 20% and 30%, respectively, compared to gas cars. That’s partly because plug-in hybrids tend to run on gas more than expected. So while hybrids aren’t useless, they’re just not good enough if we’re serious about climate goals.
Countering EV myths with hard data
There’s been a lot of noise lately about whether EVs are really that green. The ICCT study takes aim at the bad data and misleading claims floating around, like ignoring how the grid gets cleaner over time or using unrealistic gas mileage figures.
It’s true that manufacturing EVs creates more emissions upfront – about 40% more than making a gas car, mostly due to the battery. But EVs make up for it quickly: that extra emissions load is usually wiped out after about 17,000 km (10,563 miles) of driving, which most drivers hit in a year or two.
“We’ve recently seen auto industry leaders misrepresenting the emissions math on hybrids,” said Dr. Georg Bieker, senior researcher at the ICCT. “But life-cycle analysis is not a choose-your-own-adventure exercise.”
ICCT’s new analysis includes emissions from vehicle and battery production and recycling, fuel and electricity production, and fuel consumption and maintenance. It even adjusts for how the electricity mix will change in the coming years – a key detail when measuring plug-in hybrid performance.
Read more: Volkswagen’s 47% BEV sales jump includes a 24% boost in the US
The 30% federal solar tax credit is ending this year. If you’ve ever considered going solar, now’s the time to act. To make sure you find a trusted, reliable solar installer near you that offers competitive pricing, check out EnergySage, a free service that makes it easy for you to go solar. It has hundreds of pre-vetted solar installers competing for your business, ensuring you get high-quality solutions and save 20-30% compared to going it alone. Plus, it’s free to use, and you won’t get sales calls until you select an installer and share your phone number with them.
Your personalized solar quotes are easy to compare online and you’ll get access to unbiased Energy Advisors to help you every step of the way. Get started here.
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![Here's our closest look at the Kia EV2 caught testing in the Alps [Video]](https://i0.wp.com/electrek.co/wp-content/uploads/sites/3/2025/07/Kia-EV2-closest-look.jpeg?resize=1200,628&quality=82&strip=all&ssl=1)
The EV2 may be Kia’s smallest electric vehicle, but it has a big presence on the road. Kia promises it won’t feel so small when you’re inside, thanks to clever storage and flexible seating. After a prototype was spotted testing in the Alps, we are getting our closest look at the Kia EV2 so far.
Kia EV2 spotted in the Alps offers our closest look yet
Kia first unveiled the Concept EV2 during its 2025 EV Day event (see our recap of the event) in April, a preview of its upcoming entry-level electric SUV.
Despite its small size, Kia claims it will “redefine urban electric mobility” with new innovative features and more. Kia has yet to say exactly how big it will be, but given it will sit below the EV3, it’s expected to be around 4,000 mm (157″) in length. The EV3 is 4,300 mm (169.3″) in length.
Looking at it from the side, it sits much higher than you’d expect, similar to Kia’s larger EV9. During an exclusive event at Milan Design Week in April, Kia gave a sneak peek of the interior.
Kia said the interior is inspired by a “picnic in the city,” or in other words, a retreat from the busy city life. With a flat-floor design and flexible seating, you can quite literally have a picnic in the city.
Although we’ve seen the EV2 out in public testing a few times, a new video provides the closest look at Kia’s upcoming electric SUV.
The video, courtesy of CarSpyMedia, shows an EV2 prototype testing in the Alps with European license plates. There’s also a “Testfahrt” sticker on the back, which translates to “Test Car” in German.
As the prototype drives by, you can get a good look at it from all angles. Like in past sightings, the front features stacked vertical headlights with Kia’s signature Star Map lighting. Even the rear lights appear to be identical to those of the concept.
The interior will feature Kia’s next-gen ccNC (connected car Navigation Cockpit) infotainment system. The setup includes dual 12.3″ instrument clusters and infotainment screens in a curved panoramic display. Depending on the model, it could also include an added 5.3″ climate control screen.
Last month, a crossover coupe-like model was spotted on a car carrier in Korea, hinting at a new variant. The new model featured a design similar to that of the Genesis GV60.
Kia’s CEO, Ho Sung Song, also recently told Autocar that a smaller, more affordable EV was in the works to sit below the EV2. Song said the new EV, priced under €25,000 ($30,000), was “one area we are studying and developing.”
With the EV4 and EV5 launching this year, followed by the EV2 in 2026, it could be closer toward the end of the decade before we see it hit the market. Next-gen EV6 and EV9 models are also due out around then.
The Kia EV2 is set to launch in Europe and other global regions in 2026. Unfortunately, it’s not expected to make the trip to the US.
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