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Tesla (TSLA) has moved to give Elon Musk about $26 billion worth of shares as part of a new CEO compensation plan without shareholders’ approval.

The company’s last CEO award dates back to 2018, but it was rescinded by a judge last year after a long litigation determined that CEO Elon Musk virtually negotiated the award against himself due to his control of the board.

In a letter to shareholders, Tesla’s board described the new award, which is explained as an “interim award to make it right by Musk”:

  • 96 million restricted shares of stock, subject to Elon paying a purchase price upon meeting a two-year vesting term, to be delivered after receipt of antitrust regulatory approval;
  • The purchase price will be equal to the split adjusted exercise price of the stock options awarded to Elon under the 2018 CEO Performance Award ($23.34 per share);
  • A requirement that Elon serve continuously in a senior leadership role at Tesla during the two-year vesting term;
  • A pledging allowance to cover tax payments or the purchase price;
  • A mandatory holding period of five years from the grant date, except to cover tax payments or the purchase price (with any sales for such purposes to be conducted through an orderly disposition in coordination with Tesla); and
  • If the Delaware courts fully reinstate the 2018 CEO Performance Award, this interim award will be forfeited or returned or a portion of the 2018 CEO Performance Award will be forfeited. To put it simply, there cannot be any “double dip.” Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award should the courts rule in our favor.

Tesla made it sound like this award has been automatically awarded after board approval, and unlike previous awards, Tesla shareholders won’t vote on it.

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Here’s how the new compensation package differs from the previous one:

Aspect 2018 CEO Performance Award 2025 CEO Interim Award
Structure Stock options (303.96 million shares, post-stock-split adjusted) with an exercise price of $23.34 per share. Restricted stock (96 million shares) with a purchase price of $23.34 per share (matching the 2018 exercise price).
Vesting Conditions Performance-based: Vested in 12 tranches, each requiring Tesla’s market cap to increase by $50 billion (up to $650 billion total) plus revenue or adjusted EBITDA milestones. Fully vested by early 2023 after all targets were met. Time-based: Vests after 2 years of continuous service in a senior leadership role at Tesla. No performance milestones required.
Value Grant-date fair value: ~$2.3 billion. Potential realized value: Up to ~$56 billion (fluctuated with stock price; valued at ~$46.8 billion in mid-2024). Net value depended on stock appreciation above strike price. Gross value: ~$29 billion (based on Tesla’s stock price of ~$300 per share). Net value after purchase price: ~$26.7 billion.
Duration/Term 10-year plan, with milestones spanning the full period. 2-year vesting period, plus a 5-year mandatory holding period after grant (except for covering taxes or purchase price).
Risk and Alignment High risk/high reward: Tied to unprecedented growth targets (e.g., market cap from ~$50B to $650B+), resulting in ~$735 billion in shareholder value created. Musk received no base salary or other pay during this time. Lower risk: Primarily retention-focused, with vesting guaranteed upon service. Includes provisions for pledging shares to cover taxes/purchase price. Interim nature ties it to ongoing 2018 legal resolution.
Additional Terms Required shareholder approval (passed in 2018, reaffirmed in 2024). No explicit long-term hold requirement beyond standard executive rules. Requires antitrust regulatory approval. If 2018 award is reinstated, this is offset/forfeited. Approved by board’s special committee (Musk recused). A longer-term compensation strategy is planned for shareholder vote in November 2025.
Purpose/Context Long-term incentive to drive explosive growth in EVs and energy. Musk’s first major comp since 2012. Interim retention amid AI/robotics pivot and talent competition. Recognizes past value from 2018 milestones while legal battles continue (no meaningful pay for Musk since 2017).

Separately, the board also announced that a new “longer-term” CEO award is being put together by the board and will be presented at the upcoming shareholders’ meeting in November.

Electrek’s Take

One of the biggest paydays in history, and it’s to the CEO of a company in evident decline with net income in freefall for the last two years.

However, it is moot to discuss current performance since Tesla clearly frames this as a way to replace the 2018 compensation package.

But it’s still incredible that to unbiased outsiders watching Tesla, the company is clearly in decline. Yet, Tesla’s board has just given Musk $26 billion, despite him being undoubtedly responsible for this decline, and says that it will offer him a bigger, longer-term contract soon on top of it.

It’s going to be hard to beat the allegations that the board is entirely in his pocket after that.

Also, that’s despite Musk already being the person most incentivize to make Tesla succesful as the biggest Tesla shareholder and him breaching his fiduciary duty to shareholders last year when he threatened not to build AI products at Tesla, somethign he said was crucial to the company’s success, if he didn’t get 25% control over the company’s shares.

This new grant will only bump him to about a 15% stake.

I expect this new compensation package in November to push him to 25%.

At the most recent earnings meeting, Musk stated that his goal for greater control over Tesla is to ensure that activist investors can’t oust him, but “not so much control that he can’t be thrown out if he goes crazy.”

He already went crazy and the board rewarded him with a $26 billion payday and an upcoming new compensation plan.

He clearly already has plenty of control over the company.

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Offshore driller Transocean plunges after offering shares at a discount

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Offshore driller Transocean plunges after offering shares at a discount

Transocean Barents, an oil platform passes through Canakkale Strait as vessel traffic suspended in both directions in Canakkale, Turkiye on November 12, 2024.

Enishan Keskin | Anadolu | Getty Images

Shares of Transocean plunged Thursday after the offshore driller announced the sale of a large number of shares at a discount.

Transocean is planning to sell 125 million shares at a price of $3.05, significantly lower than Wednesday’s close of $3.64. It is offering 25 million shares more than it originally planned.

The Swiss company’s stock was last down 14.8% premarket. The offering is expected to close on Friday.

Transocean expects to book about $381 million from the sale. It will use the proceeds to pay off debt.

(Correction: Updates with correct share offering price.)

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NYC’s new 15 MPH speed limit for e-bikes goes into effect next month, but cars still get a pass

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NYC’s new 15 MPH speed limit for e-bikes goes into effect next month, but cars still get a pass

New York City’s new 15 mph speed limit for electric bikes is officially set to take effect next month, in what city officials claim is a move to improve street safety. But not everyone is convinced the crackdown is targeting the real threat on the roads.

The new limit, approved earlier this year, applies to e-bikes, mopeds, and other micromobility vehicles operating in city bike lanes. Riders caught exceeding 15 mph could face warnings or citations, though the exact enforcement strategy remains murky. The NYPD says it will focus on “education first,” but given the city’s track record, that could just be the calm before the ticket storm.

The rule comes amid growing concerns from some residents and officials about rising speeds among e-bike riders, especially delivery workers who often rely on throttle-equipped bikes to meet tight deadlines. But while the new speed cap is aimed at micromobility vehicles, there’s a noticeable omission: cars, trucks, and SUVs, which continue to be allowed to travel at 25 mph – and in practice, often much faster – even though they pose exponentially more risk to vulnerable road users and are responsible for orders of magnitude more deaths each year.

It’s a move that raises eyebrows and has resulted in thousands of publicly-submitted comments that the New York Department of Transportation has seemingly ignored.

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After all, the majority of traffic fatalities in New York City don’t involve e-bikes. They involve cars. And while some e-bike riders certainly ride irresponsibly, the blanket limit nearly cuts in half the more widely accepted e-bike speed limits used around the US, and doesn’t even apply to pedal bikes, which can easily exceed such speeds despite nearly identical average weights when factoring in the vehicle and rider. Not to mention, it ignores the critical role that e-bikes play in reducing traffic congestion and emissions, especially in the delivery and commuting sectors.

So while New York is slowing down its most efficient and sustainable form of urban transport, it’s letting the real heavyweights keep their speed. If the goal is safety, then it’s fair to ask: why aren’t cars being asked to go 15 mph too?

Because once again, it seems the rules are written for the powerful – not the vulnerable.

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Tesla is now buying ads on Elon Musk’s X to get people to vote for his $1 trillion compensation

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Tesla board (TSLA) gives Elon Musk  billion worth of shares

Tesla is now buying advertising on Elon Musk’s X (formerly Twitter) to get Tesla shareholders to vote for his CEO compensation package worth up to $1 trillion in stock options.

Tesla, under Elon Musk’s leadership, has famously been against advertising. The CEO is even on the record saying that he “hates advertising” and that “other companies spend money on advertising and manipulating public opinion, Tesla focuses on the product.”

However, that was before he acquired Twitter, now X, which relies heavily on advertising.

After that, he started to push Tesla to do some advertising, but the company quickly stopped or greatly reduced its advertising efforts.

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We reported that Tesla’s advertising effort picked back up last week, starting with a few Google ads to encourage Tesla shareholders to vote for Musk’s new unprecedented CEO compensation package worth up to $1 trillion.

The automaker is in a full-on marketing blitz to convince shareholders to vote for the package and to allow Tesla to issue more shares in exchange.

Now, Tesla is even buying social media ads to push shareholders to vote for Musk’s compensation package and they are even buying ads on Musk’s privately owned platform, X:

They are also buying ads on Instagram, Facebook, and Reddit.

As we previously reported, Tesla’s board has claimed that voting for the compensation package will determine the future of Tesla.

Musk went even further and linked his compensation package to the future of the world.

Earlier today, the CEO claimed that his compensation plan is not about money, but about control over Tesla:

It’s not about “compensation”, but about me having enough influence over Tesla to ensure safety if we build millions of robots. If I can just get kicked out in the future by activist shareholder advisory firms who don’t even own Tesla shares themselves, I’m not comfortable with that future.

The CEO previously threatened Tesla shareholders not to build AI products at Tesla, despite claiming they were critical to the company’s future, if he doesn’t get 25% control over the company.

Electrek’s Take

The CEO of a publicly traded company threatens shareholders to gain control over the company and uses company funds to purchase ads that benefit his privately held company, with the goal of persuading the shareholders of the publicly traded company to give him more money.

If that’s not late-stage capitalism, I don’t know what is.

Also, I know I won’t shock anyone here, but Elon is lying about this not being about money.

If he wants to increase his percentage of Tesla shares, he could do exactly what his friend Larry Ellison did with Oracle and do long-term buybacks. It would benefit everyone, but it’s not what he wants. He wants the shiny new stock options.

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