Tesla has launched a new website aimed at convincing shareholders to vote for reinstating Elon Musk’s $55 billion compensation plan.
Back in 2018, Tesla shareholders approved one of the biggest compensation plans of all-time: a $55 billion fully stock-based CEO compensation plan for Elon Musk.
It’s a complicated issue, but in short, the judge found that Tesla’s board and Musk didn’t play by the rules of a public company when it presented the plan to shareholders.
The judge found that Tesla had governance issues when coming up with the compensation plan and those issues were not communicated to shareholders before voting on the plan.
Instead, Tesla claimed that the plan was negotiated by “independent board members” when it was found that some board directors had personal financial dealings with Musk outside of Tesla, amongst other things.
The Delaware court found that this invalidated the vote, and therefore, Tesla had to rescind the compensation plan.
Now, Tesla has launched a new website called ‘SupportTeslaValue.com‘ to convince shareholders to vote for the package again.
The website opens up by claiming that giving the shares to Musk will “protect your investment and Tesla’s future”:
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Most of the website is dedicated to the fact that the compensation plan was aligned with shareholders’ interests, super ambitious, and actually achieved the goals in the plan despite being super ambitious.
Virtually everyone can agree with all of that, but it’s not really what led the package to be rescinded.
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The interests were aligned, but the judge did question the need for such a high compensation when Musk already owned more than 20% of Tesla at the time.
From the judge’s decision:
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?
But the real issue is how the plan came about. The judge found that Musk was in control of Tesla and the board – leading to irregularities and how the plan was put together and negotiated.
That’s at the core of the judge decision and Tesla doesn’t really address it in its new SEC proxy statement and this new website.
This is the only section that sort of addresses it:
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However, the testimonies from the Tesla board members, Musk, and everyone involved, led the judge to believe the work from the board wasn’t really “robust”.
For example, Todd Maron, a lawyer who represented Musk and formerly was his divorce lawyer, became Tesla’s general counsel when this plan was being negotiated:
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.
That alone is a weird thing: having your divorce lawyer become your auto company’s general counsel.
The judge also argued that the board didn’t really negotiate the deal proposed by Musk. They made a few changes to align it with Tesla’s internal goals, but the judge believed the change couldn’t be described as “concessions” by Musk:
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.
Tesla shareholders are going to vote on the plan again in June, along with the move to Texas and the re-election of two board members, including Musk’s brother, Kimbal Musk.
Electrek’s Take
Before voting, Tesla shareholders should look at more than the proxy and Tesla’s new website.
You should really read the judge’s decision, which includes excerpts from testimonies from basically everyone involved. It does undoubtedly paint the most accurate picture of how the plan came about – certainly more than the board saying they met 15 times to discuss this plan.
That’s all I’m asking. Read the judge’s decision.
Here’s the judge’s decision in full:
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Tesla CEO Elon Musk said the company will remove “safety monitors” from the passenger seats of Tesla’s Robotaxi vehicles in “about three weeks,” which would mean we’d see completely driverless Teslas in the Austin area potentially by the end of the year – if that timeline sticks.
Tesla has been working on a system that would allow vehicles to drive themselves, which has been in “beta” release for over a decade now. It calls this system “Full Self-Driving,” despite the fact that the system does not currently drive itself.
That has not stopped Musk from consistently promising more and more of the system, despite its stagnating capabilities. Over the course of the last decade, Musk has consistently promised driverless vehicles within the coming year, with deadlines consistently passing by without achieving that goal.
One of those promises has been the creation of a driverless taxi network, which Tesla used to call “Tesla Network” and is now calling “Robotaxi.” The idea originally came with the promise that owners could use their cars to make money by running them as taxis, but that hasn’t panned out.
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Tesla did roll out its own version of a taxi network, though, in Austin, in June of this year. While it’s done a few cool things, the cars each have a “safety monitor” in the passenger seat who can take control at any time, which means the cars aren’t truly “driverless” since there is an operator, they’ve just been moved to the passenger seat.
But now we have another bold prediction from Musk, stating that the safety monitors will be out of a job by the end of the year.
During a videoconference at a hackathon event for xAI, one of Musk’s other companies (which he is trying to get Tesla shareholders to bail out), Musk was asked a question about the barriers to unsupervised full self-driving. Musk answered:
Unsupervised is pretty much solved at this point. There will be Tesla Robotaxis operating in Austin with no one in them, not even anyone in the passenger seat, in about three weeks. I think it’s pretty much a solved problem, we’re just going through validation right now.
The “three weeks” timeline is familiar to longtime Tesla followers. Over the years, Musk has often promised fixes or software updates in “two weeks,” and they often take longer than that.
Three weeks is a lot closer than the “next year” promise that we’ve heard so many times for full autonomy, but given its proximity to the oft-inaccurate two-week timeline, we’re not sure these vehicles will actually be ready in time for New Year’s Eve celebrations.
Nevertheless, it’s a closer timeline than Musk has usually given, so there may be truly driverless Teslas operating sometime soon™.
Also, reading the statement more closely, it sounds like they won’t necessarily remove safety operators from every vehicle, but some vehicles. This could be similar to the singular driverless vehicle delivery that Tesla did – a PR stunt, rather than a full rollout. We’ll have to wait and see.
Tesla’s main competitor in the robotaxi space is Waymo, which has been operating truly driverless vehicles for several years now. The company has also been operating autonomous, driverless vehicles in Austin since March of this year.
Musk went on to talk about future improvements to Tesla’s software and hardware in his answer.
The company is currently on hardware previously deemed HW4, though to cash in on the AI stock market bubble, it now refers to that system as AI4. He said that AI5 will be 10-40 times better than HW4 and go into volume production in 2027, with AI6 coming soon after.
Musk’s mention of future hardware improvements neglects one important aspect of these improvements, which is that for every hardware improvement Tesla puts into its fleet, the more vehicles it will have to upgrade later.
Tesla long promised that its vehicles had all the hardware for self-driving, which means it’s going to have to upgrade a lot of cars – and there are court cases aroundtheworld seeking to force the company to do so. Together, these lawsuits and other potential challenges could mean billions of dollars in liabilities for the company.
Musk then closed his statements by claiming that “our” goal is to “to understand the meaning of life and… propagate consciousness out to the stars,” which is not Tesla’s goal. Tesla’s actual goal is to accelerate the transition to sustainable energy. He may have been referring to xAI’s goal, but given the answer was about Tesla, perhaps he was confused (or perhaps he doesn’t care about Tesla anymore, and isn’t a good CEO for the company as a result…)
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Volkswagen is offering $7,500 in Retail Customer Bonus cash this month – up from the $2,500 the company offered its Black Friday customers – that, along with an additional $2,500 unadvertised dealer cash incentive that CarsDirect is reporting absolutely, definitely exists, adds up to a stout $10,000 total discount on the all-electric VW ID.Buzz … and that’s before you start haggling with your dealer over the MSRP.
It’s a lot
Photo: Volkswagen of America.
As much as I like the the Volkswagen ID.Buzz, its starting MSRP around $61,545 (incl. destination) puts it at nearly twice what you’d probably expect a minivan to cost if the last time you shopped for one was at a Dodge store. Still, that hefty price tag is some $20,000 higher than the baseline Toyota Sienna hybrid or Honda Odyssey.
That 50% higher price is a lot to swallow even if you do buy into the nostalgia. Still, the ID.Buzz is capable enough, and with ~230 miles of range and 282 hp on offer from its battery/electric motor combo – plus Supercharger access – it’s at least able to keep up with the minivan competition.
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So, while that $10,000 discount isn’t going to turn the ID.Buzz into the second coming of the affordable, family-hauling Caravan, it does bring VW’s electric people-mover a little closer to earth. In fact, with a $50K price tag, it’s right in line with the average transaction price of a new vehicles. So, if nothing else, that reduced price could finally gives electric minivan buyers something to buzz about (I tried so hard to work that in, you guys).
If you’ve been shopping for a family-hauler and dig the retro vibe over something like the (excellent) Kia EV9, click through the link below and set up a test drive at your local VW dealer.
SOURCE: CarsDirect; images via VW.
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Peterbilt has jumped into the MD truck ring with the launch three new medium-duty electric trucks that deliver zero-emissions power, ultra-fast 350 kW charging, and proven, versatile platforms for delivery, utility service, and vocational upfitting.
The new Peterbilt 536EV, 537EV, and 548EV medium-duty trucks slot into the same versatile medium-duty segments the company’s fleets already know, but swap diesel power for latest PACCAR ePowertrain, with up to 605 hp and 1,850 lb-ft of torque available at 0 rpm. That big motor draws power from a variety of LFP battery packs and be fitted with ePTO options rated for either 25 kW (two-battery option) or 150 kW (three-battery option), making them suitable for that can be sized for daily delivery routes, urban utility work, and municipal fleets looking to cut both emissions and maintenance costs.
What’s more, the new Peterbilt’s flexible architecture allows for integration with existing PACCAR suspension bits to make 4×2 and 6×4 configurations, and any wheelbase of 163 inches or longer, and up to 82,000 lbs. gross combined weight ratings possible.
“[The new trucks are] optimized for the demands of the medium duty segment, the next generation of Peterbilt electric vehicles deliver excellent efficiency, rapid charging and versatile configurations elevating customer productivity across a wide range of applications,” said Erik Johnson, Peterbilt assistant general manager, Sales & Marketing.
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In addition to all those goodies, the PACCAR EV tech continues to be top-notch, with the previously-mentioned 350 kW charging, regenerative braking, and industry-leading ergonomics.
Peterbilt’s new MDEVs ship with a blue accented crown and grille for a distinctive exterior look, as well as EV-exclusive panels on the side of the hood. The interior design features laser-etched trim panels on the EV-exclusive Magneto Gray interior, just in case the driver in the quiet, smooth, and stink-free cabin forgets they’re in an electric truck.
Electrek’s Take
Peterbilt 536EV; via PACCAR.
Ignore the headlines. The death of the commercial EV market simply hasn’t happened, and won’t happen any time soon.
If you believe the engineers and analysts at MAN Trucks and Orange EV (and, you should), an EV like this can pay for itself in reduced fuel and maintenance costs even without incentives, then you should already know what I’m about to say: the future of trucking is 100% electric.
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