Tesla launches website to convince shareholders to vote for Elon’s $55 billion payday
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.
In January, a judge sided with lawyers representing a Tesla shareholder alleging that Tesla’s board misrepresented the compensation package when presenting it to shareholders.
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.
Yesterday, Tesla told shareholders that it will ask them to vote on moving Tesla’s state of incorporation to Texas and then revote for Musk’s compensation plan without changing anything.
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”:
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Virtually everyone can agree with all of that, but it’s not really what led the package to be rescinded.
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:
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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Volvo has been steadily applying its Scandinavian minimalist ethos to its EV lineup, as the all-new EX90 SUV is set to launch in the US. But the brand also wanted to significantly spruce up the EX90’s older sibling, the XC90 – the brand’s most popular vehicle since its debut and the de facto family car for hordes of Americans and Europeans. This month, Volvo invited Electrek to test-drive the revised XC90 on its home turf and experience its new and improved “electrified” functionality. Here’s how it went.
Introduced in 2003, the XC90 was the brand’s first foray into the SUV market. It has been modified in recent years as a hybrid and plug-in, but it’s still the company’s top seller, despite almost a decade since its last full redesign. For 2025, the XC90 comes in three variants: two mild hybrids, the B5 and B6, and a T8 PHEV – which the company says is one of the few plug-ins with a seven-seat option, giving drivers space to haul kids or gear on short daily trips with its limited 33 miles of electric range.
Of course, restyling the XC90 itself after all of this time sidesteps the brand’s original goal of 100% electric cars by 2030. That’s no longer the case, as Volvo has backtracked, as has Mercedes, with a new target of 90% electrified vehicles by the same date. Clearly, that’s not the same thing.
First-drive impressions – safe, comfortable, and very Volvo-esque
Mid-November, Volvo flew journalists out from the US, with me flying over from France to Copenhagen for four days of quality time with the new variants and meet-and-greets with designers, propulsion experts, and interior specialists. From Copenhagen, we paired up in twos for a full day and a half of driving from Denmark across the famed Oresund Bridge on the border between Sweden and Denmark (fans of the Swedish series The Bridge will know it well) to cruise around the mellow Swedish countryside, stopping by fishing villages, a chocolate factory, and into Malmö on a gloomy afternoon, as the sun started to set at 3:30 p.m.
The T8 plug-in – which we drove along with the B5 hybrid – is the brand’s most powerful and efficient of the XC90s, offering 310 horsepower with 295 pound-feet of torque and a 0-to-60 mph time of 5 seconds. It has an inline four-cylinder gas engine with an electric motor and 400-volt three-layer lithium ion 18.8 kWh battery with 14.7 kWh of usable energy. The fact that drivers can do most of their short daily drives on pure electric power is a plus, of course, but you need to put in the time to recharge it. Its 6.4 kW onboard charger takes five hours to go from empty to 100% charged (or 10 hours on an ordinary 120-volt outlet).
As for the test drive, rural southern Sweden is picturesque, but the course itself was flat, unvaried, and sparsely populated except for our roving caravan of some 20 beige SUVs. But we had plenty of time to tinker with the infotainment and the advanced driver assist systems – including loads of state-of-the-art bonuses like intelligent speed assist, pilot assist, parking assist, and a truly incredible head-up display. It also comes with five drive modes, including off-road, but this vehicle is about quiet luxury, not thrill rides.
Of course, testing the electric range was a short-lived experience, so after those 33 or so miles, we spent the rest of the day gas-guzzling via a high-performance four-cylinder petrol engine with advanced e-boost and turbo technology. Honestly, it was hard to feel the difference, and the transition from electric to gas was quick and unnoticeable despite trying out some fast acceleration (smooth as butter) and maneuvering. Plus the interior of the car feels like a cocoon – it’s so quiet. The refresh includes enhanced sound insulation and suspension, so it’s like you’re traveling in a safe, protective Scandi-bubble. And that’s Volvo’s goal.
Exterior refresh – lots of tweaks, new wheels, new color
Looking at the outside of the car, the new XC90’s exterior changes offer a fresh new take on the brand’s “Thor’s Hammer” T-shaped headlights, flanking a new asymmetric grille, layered with the Volvo trademark. The new front sheet metal has seen a few tweakments, with an overall cleaner, fresher look, while the rest of the profile looks relatively unchanged. Of course, a proper refresh comes with a new color and some new wheels, and there are new designs in 20-, 21-, and 22-inch sizes, along with a new red paint option called 739 Mulberry Red. While we tested the “Bright Dusk” T8, the deep Mulberry Red version was on view at a mid-drive event, and it was a nice surprise from the grays and beiges.
The driving experience – smooth, safe, and so very quiet
The most significant upgrade to the XC90 is to the interior, which has been revamped to accommodate an 11.2-inch infotainment screen complete with built-in Google apps. Volvo says it has a higher pixel density and faster response time than earlier versions. Both the EX90 and the XC90 get the latest version of Volvo’s Google-based infotainment system with a ton of updated menu items that, in theory, allow you to gain access to commonly used functions with fewer steps. But do people only want access to opening the glove box via the infotainment system? I guess that’s all part of the minimalism. While Volvo says it is as intuitive as a smartphone, there is a small learning curve if you’re not already familiar with it.
Stepping into the vehicle, comfort is clearly the focus, with Volvo touting it as an “upgraded Scandinavian living room.” It leans into a premium feel without any garish touches, relying on a rich, tasteful, unfettered design. It feels good. New to the XC90 are the tailored dashboard in grained charcoal vinyl and recycled textile decors. Two new stunning “responsibly produced” upholsteries are added, in new bio-attributed leather-free Nordico and recycled-textile Herringbone Weave. And just like the EX90, this vehicle gets the new Bowers & Wilkins speaker mesh for the instrument panel and door panels, and the sound quality of the system is rich and crisp.
T8 Vehicle specs
- Seating capacity: six or seven
- Upgraded powertrain (T8): turbocharged 2.0-liter four-cylinder PHEV
- Horsepower (T8): 455
- Peak torque (T8): 523ft. lb.
- Pure electric range (T8): 33 miles
- Transmission: eight-speed automatic
- Drivetrain: all-wheel drive
- Fuel economy, EPA: 58 MPGe
- Co2 emission, combined: 30 g/km (WLTP)
- Acceleration 0-60 mph: 5 seconds
- Overall length: 195 inches
- Wheelbase: 117.5 inches
- Height: 69.6–69.7 inches
- Width (not including mirrors): 84.3 inches
- Curb weight, PHEV 7 seater: 1,565 lb.
- Maximum towing capacity: up to 5,000 pounds when properly equipped
- Fuel tank capacity: 18.8 US gallons
- AC charging time 0–100%: 5 hours (240v, 16a)/10 hours (120v, 16a
- On-sale date: end of 2024
Final thoughts on the XC90
The new facelift is pretty much that, loads of superficial changes to the interior and exterior, as well as a new user experience and a larger, faster touchscreen, all designed to stretch out this hybrid a few more years before the EX90 takes over completely. Like its EV sibling, the focus is on a safe, comfortable, luxurious vehicle to haul kids and loads of gear around, with a few ecological Scandi touches that give it special appeal.
The XC90 competes in a crowded three-row midsize luxury SUV market against the Audi Q7, Lincoln Aviator, and Genesis GV80, among so many others. But saying that, plug-in hybrids like the XC90 T8 in the category are a rare breed, giving you the option to take your daily drives on pure electric before switching to fuel. But with a range of 33 miles, you of course won’t get very far. Plus while Volvo is pushing the seven-seat option, it seemed a bit tight to me, and only optional for kids or very quick trips, not big road trips.
Set to go on sale next month, prices for the B5 mild hybrids start at $58,450, with the XC90 T8 AWD plug-in seven-seater starting at a very reasonable $73,000 for the quality and pure good looks of the thing. Owned by China’s Geely, Volvo tells me that all of its US-bound XC90s will be made in Sweden. Volvo is targeting the US market for the XC90, followed by China, and thirdly, Europe.
Size-wise, I guess it’s perfect for loading up your car at IKEA. In Sweden, we certainly passed many IKEAs, and it was tempting. With a pure electric range of 33 miles, I suppose you could make at least part of the trip before having to switch over to gas power. The whole concept is a bit of a conundrum, but Volvo says it is giving the people what they want – a plug-in hybrid SUV that can go the distance – and it’s betting this vehicle will be a big winner for years to come.
Photos: courtesy Volvo
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Digital render of NEOM’s The Line project in Saudi Arabia
The Line, NEOM
In Saudi Arabia’s northwestern desert, a sprawling construction site replete with cranes and pile drivers sits encircled by a recently-built road. A pair of tracks cuts through the site like deep gashes through the sand, comprising the spine of what planners say will be a high-speed rail system.
The skeletal infrastructure forms the foundations of The Line, a multi-billion dollar high-tech city that its architects say will eventually house 9 million people between two 106-mile long glass skyscrapers more than 1,600 feet high.
The project, whose estimated cost is in the hundreds of billions, is just one of the hyper-futuristic venues planned in Neom, the brainchild of Saudi Crown Prince Mohammed bin Salman and a region that the kingdom hopes will bring millions of new residents to Saudi Arabia and revolutionize living and technology in the country. It’s a core pillar of Vision 2030, which aims to diversify the Saudi economy away from oil revenues and create new jobs and industries for its burgeoning young population.
The cost of Neom has been estimated to be as high as $1.5 trillion. In the years since it was announced, Saudi Arabia’s Public Investment Fund, the mammoth sovereign wealth fund now overseeing $925 billion in assets, has poured billions into overseas investments, with ever-increasing waves of foreign investors flying to the kingdom to raise cash.
This year, however, has seen a sharp change in direction in terms of spending, with a stated emphasis on keeping investments at home along with reports of cutting costs on megaprojects like those in Neom. The changes come as the Saudi deficit grows and the outlook for oil demand, along with global oil prices, sees sustained lows.
Construction for The Line project in Saudi Arabia’s NEOM, October 2024
Giles Pendleton, The Line at NEOM
That begs the question: does Saudi Arabia have enough money to meet its lofty goals? Or will it have to be more flexible to make its spending trajectory sustainable?
One Gulf-based financier with years of experience in the kingdom told CNBC: “The PIF’s pivot towards domestic investments, widely acknowledged but now officially admitted, suggests that there is still a lot of spending needed. Saudi Arabia has poured tens of billions into projects that have yet to hint of any financial returns.”
The financier spoke anonymously as they were not authorized to speak to the press.
Andrew Leber, a researcher at Tulane University who focuses on the political economy of the Middle East, believes that the current pace of spending won’t last.
“The number of ‘we pay up front and hope for economic returns later’ giga projects that are currently underway is not sustainable,” Leber said.
“With that being said,” he added, “the Saudi monarchy has shown itself to be somewhat flexible whenever economic realities assert themselves. I do think that eventually, a number of projects will be quietly shelved in order to bring its fiscal outlays back into greater sustainability.”
Digital render of NEOM’s The Line project in Saudi Arabia
The Line, NEOM
Saudi Arabia in October cut its growth forecasts and raised its budget deficit estimates for the fiscal years 2024 to 2026 as it expects a period of higher spending and lower projected oil revenues. Real gross domestic product is now expected to grow 0.8% this year, a dramatic drop from a previous estimate of 4.4%, according to the ministry of finance.
The kingdom’s economy also swung dramatically from a budget surplus of $27.68 billion in 2022 to a deficit of $21.6 billion in 2023 as it ramped up public spending and decreased oil production due to its OPEC+ supply cut agreement. Its government forecasts a deficit of $21.1 billion for 2024, projecting revenue at $312.5 billion and expenditures at $333.5 billion.
Saudi authorities expect that the budget will remain in deficit for the next several years as it pursues its Vision 2030 plans, but they add that they are fully prepared for this.
“Our non-oil revenues have grown significantly, now it covers about 37% of expenditure. That’s a significant diversification, and that gives you a lot of comfort that you can maneuver and be stable despite the fluctuation in oil price,” Saudi Finance Minister Mohammed Al-Jadaan told CNBC in October. “Our aim is to make sure that our plans are stable and predictable.”
“We are not going to blink, we have significant fiscal resource under our disposal, and we are very disciplined in our fiscal position,” the minister said.
Saudi Arabia has an A/A-1 credit rating with a positive outlook from S&P Global Ratings and an A+ rating with a stable outlook from Fitch. That combined with high foreign currency reserves — $456.97 billion as of September, a 4% percent increase year-on-year, according to the country’s central bank — puts the kingdom in a comfortable place to manage a deficit, economists told CNBC.
Riyadh is successfully issuing bonds, tapping debt markets for more than $35 billion so far this year. The kingdom has also rolled out a series of reforms to boost and de-risk foreign investment and diversify revenue streams, which S&P Global said in September “will continue to improve Saudi Arabia’s economic resilience and wealth.”
When asked if the kingdom’s spending trajectory is sustainable, Al-Jadaan replied: “Absolutely, yes,” adding that the government recently published its numbers for the next three years and that “we think it is very sustainable.”
Still, many analysts outside the kingdom, as well as individuals working within the kingdom and on NEOM projects, are skeptical of the megaprojects’ feasibility. Reports that some projects have been dramatically cut down — in the case of the Line, its size target slashed from 106 miles to 1.5 miles and population target down from 1.5 million by 2030 to less than 300,000 — attest to that concern on a higher level.
Neom executives acknowledge that the current phase of work on The Line is for a building length of 1.5 miles — which would still make it the longest building in the world. However, the eventual goal of 106 miles has not changed, they say, stressing that cities are not built overnight and that construction is continuing apace.
For Tarik Solomon, chairman emeritus at the American Chamber of Commerce in Saudi Arabia, “it’s promising to see transparency and some project cutbacks.”
“The Kingdom’s rising external borrowing reflects challenges with Vision 2030 feasibility,” he told CNBC.
“Though debt remains manageable at 26.5% of GDP, continued small pressures add up, underscoring the need for fiscal discipline and achievable goals.”
Solomon pointed to the desire of many Saudi residents for improvements to the infrastructure they use in their daily lives — like Riyadh’s public transport, network connectivity, schools, and health care.
“The road to resilience for Saudi Arabia isn’t in figuring out ski slopes in the desert but in building with innovation, complexity, and the courage to pursue what’s truly impactful,” he said.
Tesla and Rivian have been embroiled in a lawsuit in which the former accused the latter of having stolen battery technology by poaching Tesla employees.
It sounds like the two automakers are finally about to settle the lawsuit, which has been going on for 4 years.
In 2020, Tesla filed a lawsuit against Rivian over allegedly stealing trade secrets by hiring former Tesla employees and encouraging them to bring documents. Rivian has denied the allegations.
When Tesla filed the lawsuit, it wasn’t clear what trade secrets Tesla was claiming Rivian had stolen. However, we noted that the employees listed in the lawsuits were two recruiters, an EHS manager, and a manager of Tesla’s charging networks.
The automaker claimed that these employees brought “documents consisting of highly sensitive trade secret, confidential, and proprietary engineering information” when they went to work for Rivian.
A year later, Tesla expanded the lawsuit, claiming more specifically that Rivian was “stealing the core technology for its next-generation batteries.”
At first, the companies tried to settle out of court, but it didn’t work out, so the lawsuit was moved to court last year.
Over a year later, we now learn that Tesla had notified the court that it expects to file to get the lawsuit dismissed after reaching a conditional agreement with Rivian. The company didn’t disclose the details of the settlement (via Bloomberg):
Tesla didn’t disclose specifics about the agreement in a court filing, but told a California state judge that it expects to seek dismissal of the case by Dec. 24 upon satisfactory completion of the terms.
Neither Tesla nor Rivian have commented on the reported settlement.
While Tesla has claimed that it somewhat open-sourced its patents, we have previously noted that it’s not exactly the case. Tesla claims to let other companies use its patented technology as long as they themselves don’t sue them over patent rights.
And in this specific case, Tesla alleges that Rivian has specifically hired employees to steal technologies. Again, Rivian has denied the allegation.
Electrek’s Take
The terms are unknown, but in similar cases, it often involves things like some level of access to make sure that no proprietary technology is being used or has been used.
The lawsuit is not exactly clear, but based on the timeline and the allegations of “next-gen batteries”, Tesla could have been talking about its 4680 battery cells, although those are cells. It could also be the structural battery pack.
Rivian is expected to use a taller 4695 battery from LG Energy Solutions for its next-generation vehicles.
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