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”:
Screenshot
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Virtually everyone can agree with all of that, but it’s not really what led the package to be rescinded.
Screenshot
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:
Screenshot
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:
FTC: We use income earning auto affiliate links.More.
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 a big Tesla Robotaxi setback, the new Mercedes-Benz CLA EV, Bollinger is over, and more.
Today’s episode is brought to you by Climate XChange, a nonpartisan nonprofit working to help states pass effective, equitable climate policies. Sales end on Dec. 8th for its 10th annual EV raffle, where participants have multiple opportunities to win their dream model. Visit CarbonRaffle.org/Electrek to learn more.
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.
Advertisement – scroll for more content
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:
FTC: We use income earning auto affiliate links.More.
Segway’s feature-packed E3 Pro electric scooter with Apple Find My hits new $500 Black Friday low (Save $200)
Segway’s Black Friday Sale is in full gear and currently seeing hundreds in savings and plenty of returning and new low prices on its e-scooters and e-bikes. One such standout is Segway’s latest E3 Pro Electric Scooter down at $499.99 shipped, and which seems to have disappeared from Amazon’s marketplace. Carrying a $700 MSRP since launching back at the top of October, we’ve only seen this model given $100 price cuts in its launch deal and the brand’s Halloween and early Black Friday sales. Now, with things having ramped up with increased savings now that Black Friday is in full swing, you can score a larger-than-ever $200 markdown to a new all-time low price, giving you an advanced upgrade to your commute that I have been loving so far since getting one a short time ago.
I’ve been riding around Brooklyn for a short time now with my own Segway E3 Pro Electric Scooter and have been loving my experience so far, as it’s a MAJOR step up from the very basic E22 model I’ve had for short travels since 2020. While power has been significantly ramped up from its E2 Pro predecessor, this new generation still retains a fairly lightweight 40-pound design, which I am able (as a not-so-strong person) to carry easily with one hand/arm up and down my second-story stoop.
Advertisement – scroll for more content
Segway’s E3 Pro comes bearing a 400W motor (with 800W peaking) alongside a 368Wh battery, the combination of which delivers up to 34 miles of commuting support for your travels at up to 20 MPH speeds. The regenerative brake paired with the brand’s SegRange Optimization tech really lends towards the extended travel times here, with safety taken into mind with the SegRide stability enhancement tech, the latest traction control system, turn signaling, RGB ambient lighting for nighttime journeys, and a bright headlight. What’s more, security is bolstered by the Apple Find My inclusion for those worried about tracking it down should theft (or forgetfulness) occur.
One thing I have really been enjoying, especially when riding over more pot-hole lined streets, is Segway’s E3 Pro’s dual elastomer suspension, which does a great job of smoothing out overall rides, while providing added cushioning when sudden, jolting sections of the road (or debris/trash) are driven over. Along with all those, there are also additional features, including the previously mentioned rear electronic regen brake getting a companion front drum brake, as well as 10-inch self-sealing jelly tires, an IPX5 water-resistant build, a 265-pound total payload, and a 3-inch full-color LED screen for setting adjustments.
Score up to 47% Black Friday savings on NIU EVs, like the 2025 KQi 200F e-scooter at its $529 low (Reg. $799), more from $279
NIU’s Black Friday EV Sale is in full motion now, taking up to 47% off its lineup of e-scooters and e-bikes, like the KQi 200F Foldable Handlebar Electric Scooter for $529 shipped, which you can currently only find in a used condition at Amazon. This is one of the brand’s newer 2025 models that fetches $799 at full price, which dipped down to this rate for the first time earlier in the month before these Black Friday savings. Now, you’re getting another shot at this all-time low price with $270 savings, giving you a solid commuter that sits among the mid-range models from NIU.
The savings this week are also continuing to a collection of other markdowns. To the same tune as the offers above, these all help you take a more energy-conscious approach to your routine. Winter means you can lock in even better off-season price cuts on electric tools for the lawn while saving on EVs and tons of other gear.
Tesla’s much-awaited entry into the Indian market has resulted in very slow sales to start, but it may not all be bad.
We’ve covered the years-long effort of Tesla to enter the Indian auto market. There have been a lot of intentions and fits and starts, but due to protectionist schemes in the country it never made a lot of sense for Tesla to enter.
That changed this year in March, when India waived EV import duties, allowing foreign firms to bring their cars in for sale. While India does have some strong local brands in Mahindra and Tata, this opened the gates to Chinese, German, Korean and American brands – namely, Tesla.
So far, other American companies have declined to bring their EVs to India, but Tesla opened its first showroom in Mumbai, India’s most populous city and financial capital, in July of this year. It opened a larger “Tesla Center” showroom in Gurugram, outside Delhi, this week.
Advertisement – scroll for more content
So, Tesla is only getting started in India, but by all measures it has been an exceedingly slow start, according to the BBC.
Dealership data shows that Tesla has only sold “just over” 100 cars in India since July, an exceedingly low number by any measure – especially when considering the India is now the most populous country in the world, with a population of just under 1.5 billion.
The numbers look a little less bad when comparing against EV sales in the country. While India has sold an impressive 2 million electric vehicles this year, the vast majority of them have been electric scooters.
Electric passenger cars are a much lower share at around 160k total unit sales this year so far, making up only around 3% of the passenger car market. And the majority of those are lower-cost domestic brands Mahindra and Tata or a growing section of Chinese challengers, with very few sales from overseas luxury brands.
Tesla could be included in that “luxury brand” list, largely due to the price of its imported vehicles. While the Model Y starts at $40k in the US, that price rises to 5,989,000 Rupees in India (~$67k USD). This is simply an unaffordable price for the vast majority of Indians – indeed, only around 1% of India’s auto sales are in the “luxury” category.
Further, EV infrastructure is not very well developed in the country. Tesla has one Supercharger in India, and two listed as “coming soon” in the Gurugram area. There are thousands of other charging points across India (and of course, drivers can charge overnight at home), but the number is still relatively low compared to the country’s population.
Meanwhile, other brands’ EV sales are growing well in India. The auto market as a whole has grown by about 13% this year in the developing country, but EV car sales have grown by 57% in the same period, rapidly outpacing the auto industry as a whole.
Much of that sales growth has been driven by Chinese EVs, which make up around a third of the market. That’s around ~60k Chinese EVs sold this year in India.
Even luxury German EVs from Mercedes, BMW and Audi have sold around 4,000 units so far this year, not a large number, but certainly dwarfing Tesla’s.
So while it’s tempting to look at Tesla’s poor numbers and make excuses about the size of the EV market, ability of Indians to afford luxury vehicles, or state of India’s charging network, it’s hard to compare that low ~100 sales number at any of the competition and label it as anything other than an extremely poor showing.
But, you do have to start somewhere, and the company is only a few months in. So we’ll have to see where it goes from here – though with the sales we’ve seen so far in Mumbai, entering the Delhi market is unlikely to forestall Tesla’s current global sales decline.
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.
FTC: We use income earning auto affiliate links.More.