Tesla board silent as investors await next steps after court revokes Elon Musk’s $56 billion pay package
Elon Musk, CEO of Tesla and X, speaks at the Atreju political convention organized by Fratelli d’Italia (Brothers of Italy), in Rome, Dec. 15, 2023.
Antonio Masiello | Getty Images
Two weeks after a Delaware court ruled that Tesla must rescind Elon Musk’s $56 billion pay package, the company’s board remains mum on what the decision means for shareholders or what’s next for the mercurial CEO.
In her 200-page opinion on Jan. 30, Chancellor Kathaleen McCormick called the pay plan the largest in public corporate history, and said it was agreed upon by people “who were beholden to Musk.” Since then, Musk has lashed out at the court, posted “Never incorporate your company in the state of Delaware” on his social media platform X, and said Tesla would hold a shareholder vote to move its site of incorporation to Texas.
Tesla hasn’t yet issued an SEC filing to notify shareholders of the ruling.
The decision came shortly after Musk indicated that he’s pushing for even more control of Tesla, posting on X in mid-January that he wanted roughly 25% voting control before turning the company into a leader in artificial intelligence and robotics. Musk is already building an AI company called xAI outside of Tesla.
The next step in the compensation case is an “implementing order” that will be hashed out between the court, Musk’s team and the lawyers representing shareholder Richard Tornetta, a former heavy metal drummer who was the plaintiff in the 2018 lawsuit filed on behalf of all Tesla investors.
As shareholders await answers, Tesla’s eight-person board, which includes Musk, his brother Kimbal, Chairwoman Robyn Denholm and former Tesla technology chief JB Straubel, has stayed silent, avoiding any public comments.
CNBC sent requests for additional information to Tesla investor relations, Musk and some board members. They all went unanswered.
Greg Varallo, who was lead counsel for Tornetta and is head of the Delaware office of Bernstein Litowitz Berger & Grossmann, told CNBC that theoretically Musk and his legal team could still pursue a last-minute settlement. While Varallo said he has no knowledge of Musk’s plans, he said he expects Musk to appeal the decision to the Delaware state Supreme Court.
“I’d give you very high odds on that,” Varallo said.
Kobi Kastiel, a law professor at Tel Aviv University, also predicts that Musk will appeal the ruling. Kastiel wasn’t involved in the litigation but he co-authored a 2023 paper in the Washington University Law Review titled “Superstar CEOs and Corporate Law” that was cited in McCormick’s ruling.
“Given the high stakes involved, it is likely that Tesla will appeal the decision,” Kastiel said in an email. In the absence of a successful appeal, “any new compensation arrangement with him will have to be assessed” in light of McCormick’s decision, Kastiel said.
‘Bunch of options would be returned’
In the 2018 CEO compensation plan, Tesla’s board awarded Musk a dozen tranches of stock options that would finish vesting in 2022 and were based on milestones, including many focused on stock price increases.
Between the beginning of 2018 and the end of 2022, Tesla shares soared almost 500% as Musk promised to turn Tesla into not just a dominant EV brand, but a robotaxi company and solar juggernaut, among other things. The S&P 500 gained 44% over that stretch, while the Nasdaq rose 52%.
Eric Talley, a professor at Columbia Law School, told CNBC that, should the ruling stand, Musk will lose his options but not any shares he previously held. The move would decrease the number of shares outstanding, potentially bolstering the value of each share held by investors.
“A bunch of options would be returned to Tesla’s coffers, which is hugely accretive to stock value,” said Talley, who wasn’t involved in the case. On the other hand, Talley pointed out, “Tesla has a very grumpy CEO who might want to take his ball and go home. Thus far, trading suggests those two factors have been a wash.”
Tesla shares are down slightly since the Delaware court’s decision in late January. They’re down close to 25% for the year, while major indexes are up.
Musk voiced a strong preference for moving his businesses out of Delaware following the court’s decision, and encouraged others to do so as well.
He moved the incorporation location for his brain computer interface company, Neuralink, from Delaware to Nevada, filings revealed last week. He’s also been a big proponent of Texas in recent years, personally relocating there from California, and building massive complexes for SpaceX and Tesla in the state, which has no personal income taxes and a much lower business tax rate.
Author Walter Isaacson, who published a 688-page biography on Musk last year, told CNBC’s “Squawk Box” on Monday that if the ruling doesn’t get overturned, “it’s going to hurt Delaware.”
“People will say, ‘Wait, wait, you mean five years after something happens, eight years after something happens, you’ll go back and undo it?'” Isaacson said.
Tulane Law School professor Ann Lipton had a different take.
“It’s a very thorough opinion and the Supreme Court should give great deference to the factual findings of the trial court,” Lipton said.
In terms of what shareholders should ask of Tesla’s board now, Kastiel said, “Tornetta and recent media reports on Musk have emphasized the importance of accurate and detailed disclosure of the ties between controlling shareholders and directors.”
There’s a more fundamental concern at play, Kastiel said, regarding corporate governance in cases where a “superstar CEO” is running the show.
“As long as the CEO is perceived as a star and the company depends on the CEO’s vision and leadership, even nominally independent directors — those without strong ties to the CEO — will have difficulty monitoring the CEO’s conduct,” he said.
Kastiel also said that the decision likely makes Musk and Tesla more vulnerable to other types of lawsuits.
“Plaintiffs may have a better chance of advancing their claims by potentially leveraging the Tornetta findings to argue that the majority of the Tesla board is not independent of Musk,” he said. “To mitigate this risk, Tesla will need to significantly enhance the independence of its board and nominate new independent directors who do not have strong ties to Musk.”
WATCH: Elon Musk has a lot of ‘incoming missiles’ from all sides, says Isaacson
Super Micro Computer shares plunged 20% on Wednesday after the company posted weaker-than-expected fiscal fourth quarter results, dented in part by President Donald Trump’s tariffs.
CEO Charles Liang told investors on a conference call that the company has “taken measures to reduce the impact” of the tariffs.
The company has in recent years benefited from surging demand for AI servers packed with Nvidia chips, but has growth has since slowed.
The server maker also offered guidance late Tuesday that fell short of consensus estimates. Super Micro said it expects 40 cents to 52 cents in adjusted earnings per share on $6 billion to $7 billion in revenue for the fiscal first quarter.
Wall Street had projected 59 cents per share and $6.6 billion in revenue for the first quarter.
For the full year, Super Micro said it expects revenue to be at least $33 billion. That’s a step down from its forecast in February, where it projected as much as $40 billion in sales, but greater than the LSEG consensus of $29.94 billion.
Super Micro reported fourth-quarter adjusted earnings per share of 41 cents, compared with expectations for 44 cents. Revenue came in at $5.76 billion, which was below analysts’ forecasts of $5.89 billion.
YTD stock chart for Super Micro Computer.
CNBC’s Jordan Novet contributed reporting to this story.
Lisa Su, president and CEO of AMD, talks about the AMD EPYC processor during a keynote address at the 2019 CES in Las Vegas, Nevada, U.S., January 9, 2019.
Steve Marcus | Reuters
Shares of Advanced Micro Devices slumped more than 5% after the chipmaker‘s earnings fell short of earnings expectations and raised concerns about the timing of a restart in China shipments.
The Santa Clara, California-based company reported adjusted earnings of 48 cents per share, falling short of the 49 cents per share expected by analysts polled by LSEG.
CEO Lisa Su singled out the hit from U.S. controls on artificial intelligence chips in a call with analysts.
“AI business revenue declined year over year as U.S. export restrictions effectively eliminated MI308 sales to China, and we began transitioning to our next generation,” Su said.
For the current quarter, AMD forecasted $8.7 billion in revenue, plus or minus $300 million, versus $8.3 billion expected by analysts. The company said its guidance does not account for revenue from its MI308 AI chip designed for the China market to work around chip restrictions.
During an interview with CNBC’s “Squawk on the Street” on Wednesday, Su said the company has been working closely with the Trump administration on license requirements necessary to ship its chips to China, but took a “prudent” approach to its guide.
“From our standpoint, we think we have an extremely strong portfolio,” she said. “Tens of billions of dollars is the opportunity in a market that’s going to be, let’s call it 500 billion plus over the next few years.”
Earlier this year, AMD said it would take a $800 million hit during the second quarter as a result of chip restrictions. AMD said in July it plans to soon resume those shipments as the Department of Commerce gets set to restart application review.
Some Wall Street analysts raised concerns over how soon those shipments may begin. Analysts at Morgan Stanley called the timing of the restart in China shipments “vague,” adding that the company requires a “near terms upside in GPU” to keep its premium.
“China upside sounds like it will take time to materialize (and it sounded like we shouldn’t count too much on it even if licenses are granted), pull-forward and inventory risks remain, and opex continues to march higher which is limiting earnings leverage,” wrote Bernstein analysts.
Investors also raised concerns about the company’s datacenter business, which grew 14% to $3.2 billion and includes its central processors and graphics processing units.
“We are more guarded on the company’s ability to drive significant scale in Datacenter GPUs over time, and think operating leverage is likely to be hampered by the significant OpEx we believe is needed for the company to support its software and systems efforts tied to datacenters,” wrote analysts at Goldman Sachs.
Su said Wednesday the company is seeing strong forecasts for compute from some of its largest customers and anticipates an “inflection point” into the third quarter.
“The data center business is actually the main driver of our growth, and we look at that as the opportunity in front of us,” she added.
Despite the post-earnings move, AMD’s revenues grew 32% from a year ago to $7.69 billion and topped a $7.42 billion estimate from analysts polled by LSEG. Net income jumped to $872 million, or 54 cents per share, up from $265 million, or 16 cents per share in the year-ago period.
WATCH: Bernstein’s Stacy Rasgon on semiconductor tariffs, impact on sector and AMD Q2 results
CNBC’s Kif Leswing contributed to this article.
The logo of Shopify is seen outside its headquarters in Ottawa, Ontario, on Sept. 28, 2018.
Chris Wattie | Reuters
Shopify shares soared 20% Wednesday after the company topped analysts’ estimates for the second quarter, and gave rosy guidance for the third quarter.
Here’s how the company did, compared with estimates from analysts polled by LSEG:
- Earnings per share: 35 cents adj. vs. 29 cents
- Revenue: $2.68 billion vs. $2.55 billion
Second-quarter sales surged 31% year over year to $2.68 billion, an acceleration from a year ago, when revenue expanded roughly 20%.
The Canadian e-commerce company also offered third-quarter guidance that surpassed expectations. Shopify said it expects revenue to grow at a “mid-to-high twenties percentage rate” year over year, which is higher than the 21.7% growth projected by analysts, according to StreetAccount.
The upbeat report and guidance suggested Shopify, which sells software for e-commerce businesses, is navigating President Donald Trump‘s trade war better than feared. Last quarter, the company noted there was macroeconomic “uncertainty ahead,” but that it wasn’t seeing significant price increases among its merchants due to the tariffs.
“We had factored into our guidance some potential impact from tariffs, which did not materialize,” Shopify CFO Jeff Hoffmeister said on a conference call with investors.
Online retail peers Amazon and eBay last week reported strong revenue growth, indicating that consumers kept buying despite concerns of tariffs and rising prices.
The company hasn’t seen any “drops in U.S. demand, whether inbound, outbound or local” and instead saw the market accelerate in the second quarter, Hoffmeister said. Many Shopify merchants have raised prices, he added.
Shoppers don’t appear to be stocking up or pulling forward demand in anticipation of the tariffs, he said.
“So far we’re seeing no slowdown from the tariffs and that includes up until early August, where we are today,” Shopify President Harley Finkelstein said in an interview on CNBC’s “Squawk on the Street.” “The millions of stores on Shopify are doing really, really well.”
Shopify’s gross merchandise sales, or the total volume of merchandise sold on the platform, also came in higher than expected. GMS grew 29% year over year to $87.8 billion, surpassing Wall Street’s projected $81.5 billion, according to StreetAccount.
The company said it expects operating expenses as a percentage of revenue to be 38% to 39%, compared to 39% to 40% in the previous quarter.
Shopify has been investing heavily in adding more artificial intelligence tools to its platform as a way to attract and retain merchants. In May, the company released an “AI store builder” that generates webstores based on a few keywords. Shopify on Tuesday launched a set of tools to support shopping via AI agents.
Company executives said these investments appear to be paying off.
“As we continue to expand our platforms capabilities, add new products, and build for where commerce is heading, Shopify is becoming even more compelling to a wider range of businesses than ever before,” Hoffmeister said.
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