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Combination showing Former FTX CEO, Sam Bankman-Fried (L) and Zhao Changpeng (R), founder and chief executive officer of Binance.

Getty Images | Reuters

After a brutal 18 months of bankruptcies, company failures and criminal trials, the crypto market is starting to claw back some of its former standing.

Bitcoin is up more than 150% this year. Meanwhile, Solana is nearly 10x higher in the last 12 months, and bitcoin miner Marathon Digital has also skyrocketed. Crypto-pegged stocks like CoinbaseMicroStrategy and the Grayscale Bitcoin Trust rose more than 300% in value year-to-date.

But even as prices swell, the sector’s reputation has struggled to regain ground after names virtually synonymous with bitcoin have both been found guilty of crimes directly related to their multibillion-dollar crypto empires.

For years, Binance’s Changpeng Zhao and FTX’s Sam Bankman-Fried preached the power of decentralized, digital currencies to the masses. Both were bitcoin billionaires who ran their own global cryptocurrency exchanges and spent much of their professional career selling the public on a new, tech-powered world order; one where an alternative financial system comprised of borderless virtual coins would liberate the oppressed by eliminating middlemen like banks and the over-reach of the government.

Yet they both, in the end, helped crypto critics and regulators make the case that some of them had been right all along; that the industry was rife with grifters and fraudsters intent on using new tech to carry out age-old crimes.

Even when the crypto market was at its hottest, as token prices hit all-time highs in Oct. 2021, some of the biggest names in business and politics shared their doubts.

JPMorgan Chase CEO Jamie Dimon said in 2021 at peak crypto valuations that bitcoin was “worthless,” and he doubled down on that sentiment earlier this year when he said that the digital currency was a “hyped-up fraud.” Microsoft co-founder Bill Gates said in 2018 that he would short bitcoin if he could, adding that cryptocurrencies are “kind of a pure ‘greater fool theory’ type of investment.” Legendary investor Warren Buffett said he wouldn’t buy all of the bitcoin in the world for $25, because “it doesn’t produce anything,” and Senator Elizabeth Warren (D-Mass.) has long been one of crypto’s greatest naysayers on Capitol Hill.

Rather than ushering in a new era of financial freedom, Zhao and Bankman-Fried were found guilty on a mix of charges including fraud and money laundering. Once the two biggest names in crypto, the sector’s greatest proponents now face jail time.

Bankman-Fried, 31, could be sentenced to life in prison after being convicted of seven criminal counts in early November, including charges related to stealing billions of dollars from FTX’s customers. Less than three weeks after Bankman-Fried’s conviction, Zhao pleaded guilty to criminal charges and stepped down as Binance’s CEO as part of a $4.3 billion settlement with the Department of Justice.

Their crimes varied, but ultimately, both crypto execs went from industry titans to convicted frauds in the span of 12 months, and it was, in part, the bitter feud between them that landed them there.

“They were both responsible for behavior that has kept a black eye on crypto and its association with criminal behavior,” said Renato Mariotti, a former prosecutor in the U.S. Justice Department’s Securities and Commodities Fraud Section.

The early days

Zhao and Bankman-Fried were friends at first, before they became one another’s chief rival.

CZ, as Zhao is also known, had been first to the space. After a stint as the chief technology officer of a centralized crypto exchange called OKCoin, he launched a spot exchange of his own in 2017 called Binance, which has since become the largest cryptocurrency trading platform in the world, by volume.

That same year, Bankman-Fried earned street cred in crypto circles for his bitcoin arbitrage trading strategy, dubbed the Kimchi swap.

While the price of bitcoin today is relatively standard across the world’s exchanges, six years ago, the price differential would sometimes vary by more than 50%. This kind of arbitrage-based strategy, though relatively straightforward, wasn’t the easiest thing to execute on crypto rails back then, since it involved setting up connections to each one of the trading platforms.

To scale the operation, Bankman-Fried launched his own quantitative crypto hedge fund, Alameda Research. But what really put him on the map, according to Bankman-Fried, was CZ himself.

Just after Bankman-Fried moved his business to Hong Kong at the end of 2018, he met CZ for the first time after contributing $150,000 to co-sponsor a Binance conference in Singapore. One of the perks of that donation was a slot onstage with the Binance chief.

According to author Michael Lewis, whose book profiling Bankman-Fried was published the day the former FTX CEO’s criminal trial began in October, Bankman-Fried said this appearance is what gave him “legitimacy in crypto.”

Binance founder Changpeng Zhao will be going to jail, says CFTC Chair Rostin Behnam

The pair, according to Lewis’s reporting, were nothing alike in business or in personal dealings.

“Sam was gunning to build an exchange for big institutional crypto traders; CZ was all about pitching to retail and the little guy,” Lewis wrote, adding, “Sam hated conflict and so was almost weirdly quick to forget grievances; CZ thrived on conflict and nurtured the emotions that led to it.”

The relationship between Zhao and Bankman-Fried began to sour a few months after they met.

In March 2019, CZ passed on paying Bankman-Fried $40 million to buy the futures crypto exchange that SBF had designed with his team, instead building a version of the same platform in-house. A month later, Bankman-Fried and a few others founded FTX.com, a first-of-its-kind futures trading exchange with a flashy new liquidation engine and features which catered to large-scale institutional clients. Binance was the first outside investor in FTX, funding a Series A round in 2019. As part of that arrangement, Binance took on a long-term position in FTX’s native token, FTT, which was created to give perks to customers.

FTX’s success begat a $2 billion venture fund that seeded other crypto firms. Bankman-Fried’s personal wealth grew to around $26 billion at its peak, and FTX reached a valuation of $32 billion before it all came crashing down.

As crypto prices ran up in 2021, Bankman-Fried’s reputation did the same. Suddenly, the wunderkind was praised by the press as the poster boy for crypto everywhere.

The FTX logo adorned everything from Formula One race cars to a Miami basketball arena. Bankman-Fried went on an endless press tour, bragged about having a balance sheet that could one day buy Goldman Sachs, and became a fixture in Washington, where he was one of the Democratic Party’s top donors, promising to sink $1 billion into U.S. political races before later backtracking. Bankman-Fried wielded some of that political influence to cast shade on Zhao and Binance’s dealing.

At the same time, CZ’s influence continued to grow, as did Binance’s market dominance. With assets of more than $65 billion on the platform, it processed billions of dollars in trading volume every year.

As the two grew to be formidable opponents, FTX opted to buy out Binance in 2021 with a combination of FTT and other coins, according to Zhao.

But much of Bankman-Fried’s empire was a mirage, while Zhao’s operation was laced with questionable business tactics under the hood. What ultimately exposed the grift at the two exchanges was the rivalry between the crypto bosses.

Bitcoin tops $41,000 as investor appetite for ETF grows

Battle of the titans rocks crypto

As crypto prices tanked in 2022 and a cascade of bankruptcies rocked confidence in the sector, Bankman-Fried boasted that he and his enterprise were immune. But in fact, the industry-wide wipeout hit his operation quite hard.

Alameda borrowed money to invest in failing digital asset firms in the spring and summer of 2022 to keep the industry afloat, then reportedly siphoned off FTX customers’ deposits to stave off margin calls and meet immediate debt obligations.

In Nov. 2022, a fight between Bankman-Fried and CZ on Twitter, now known as X, pulled the mask off the scheme.

Zhao dropped the hammer with a tweet saying that because of “recent revelations that have came [sic] to light, we have decided to liquidate any remaining FTT on our books.”

The threat led to a panic-led sell-off of the FTT token. As the price of the coin plummeted by over 75%, so too did confidence in the platform. FTX executives scrambled to contain the damage, but customers proceeded to pull billions of dollars off the exchange. Zhao, who swooped in and agreed to buy FTX in a fire sale, backed out of the deal after one day’s worth of due diligence, and the company spiraled into bankruptcy.

As outsiders got a look at FTX’s actual books for the first time, the fraud became clear: Bankman-Fried and other leaders at FTX had taken billions of dollars in customer money.

In fact, during the criminal trial of Bankman-Fried, both the prosecution and defense agreed that $10 billion in customer money that was sitting in FTX’s crypto exchange went missing, with some of it going toward payments for real estate, recalled loans, venture investments and political donations. They also agreed that Bankman-Fried was the one calling the shots.

The key question for jurors was one of intent: Did Bankman-Fried knowingly commit fraud in directing those payouts with FTX customer cash, or did he simply make some mistakes along the way? Jurors decided within a few hours of deliberation that he had knowingly committed fraud on a mass scale.

The government’s beef with Zhao and Binance was different.

Three criminal charges were brought against the exchange, including conducting an unlicensed money-transmitting business, violating the International Emergency Economic Powers Act, and conspiracy. Binance has agreed to forfeit $2.5 billion to the government, as well as to pay a fine of $1.8 billion, for crimes which included allowing illicit actors to make more than 100,000 transactions that supported activities such as terrorism and illegal narcotics.

U.S. Attorney General Merrick Garland said in a press conference on Nov. 21 that the fine is “one of the largest penalties we have ever obtained.”

“Using new technology to break the law does not make you a disruptor; it makes you a criminal,” Garland said.

The $4.3 billion settlement and plea arrangement with the U.S. government, including the Department of Justice, the Commodity Futures Trading Commission and the Treasury Department, resolves a multiyear investigation into the world’s largest cryptocurrency exchange. The Securities and Exchange Commission, however, was notably absent.

Zhao and others were also charged with violating the Bank Secrecy Act by failing to implement an effective anti-money-laundering program and for willfully violating U.S. economic sanctions “in a deliberate and calculated effort to profit from the U.S. market without implementing controls required by U.S. law,” according to the Justice Department. The DOJ is recommending that the court impose a $50 million fine on Zhao.

In the meantime, CZ has been released on a $175 million personal recognizance bond secured by $15 million in cash and has a sentencing hearing scheduled for Feb. 23. Bankman-Fried faces a sentencing hearing on March 28.

Indicted FTX founder Sam Bankman-Fried leaves the U.S. Courthouse in New York City, July 26, 2023.

Amr Alfiky | Reuters

Winning the war

Legal experts tell CNBC that one critical distinction in the case of Zhao versus Bankman-Fried is the success of their respective enterprises.

“One key difference between CZ and SBF that should not be underestimated is that CZ ran a company that remains highly profitable and solvent,” said Mariotti. He added, “Binance has a war chest that it could use to pay hefty fines and provide leverage that gave the DOJ and CFTC a reason to settle.”

Binance will continue to operate but with new ground rules, per the settlement. The company will be required to maintain and enhance its compliance program to ensure its business is in line with U.S. anti-money-laundering standards. The company is also required to appoint an independent compliance monitor.

FTX, on the other hand, remains in bankruptcy court in Delaware as it looks to claw back cash in an attempt to make the exchange’s former investors and customers whole.

“Several factors may play into the outcome of CZ and why his guilty plea may have him spending minimal, if not any, time in prison versus SBF’s likely lengthy, if not life, sentence behind bars,” Braden Perry, who was once a senior trial lawyer for the CFTC, FTX’s only official U.S. regulator, told CNBC.

Perry said that the connection with foreign crime, including money laundering and breaching international financial sanctions, was key to Binance’s undoing. There was, however, no pursuit of criminal fraud of its customers’ money — a key distinction from the case of Bankman-Fried.

Another thing in Zhao’s corner: his willingness to cooperate with the government.

Any time the Justice Department pursues a criminal prosecution or the SEC brings a civil enforcement action against a defendant, they will consider the cooperation of the defendant, according to Richard Levin, a partner at Nelson Mullins Riley & Scarborough, where he chairs the fintech and regulation practice.

While CZ faces considerably less time in prison, Mariotti points out that despite the Binance founder’s significant fortune, he will still take a financial hit from the U.S. government.

“In the end, neither CZ nor SBF won,” said Mariotti, adding, “Leaders within the crypto community have seen what can happen, and perhaps the fall of these crypto ‘titans’ will signal smoother times ahead. But the continued lack of regulatory clarity and regulation through enforcement has not helped those looking for guidance on crypto compliance.”

Even as the dust settles, some of the companies still standing have struggled to stay afloat after venture capital dollars sought safer shores in startups geared toward generative artificial intelligence.

But a turnaround in token prices and crypto-pegged stocks has begun to buoy investor sentiment.

Traders are also increasingly bullish that the SEC will begin approving applications for a new spot bitcoin ETF, launched by leaders in traditional finance, by the first quarter of 2024. This type of exchange-traded fund would allow investors to buy into digital currency directly, through the same mechanism they already used to buy stock and bond ETFs.

Top asset managers, including BlackRock, WisdomTree and Invesco have all filed applications. A note from Bernstein says that, if approved, this will be the “largest pipe ever built between traditional financial markets and crypto financial markets.”

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Elon Musk’s $1 trillion pay day gets more ridiculous the more you look into it (upd.)

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Elon Musk's  trillion pay day gets more ridiculous the more you look into it (upd.)

Tesla, a company that prides itself on not advertising, is in the midst of a serious marketing effort. In doing so it’s exploiting employees, attacking shareholders, and retaining outside strategy firms to help it advertise.

It’s running these ads not to boost its falling sales, but rather to advocate for another unprecedented award for its CEO, which would keep the company stuck with him for years even as earnings drop precipitously under his direction.

(Update: This article, originally posted 10/18, has now been updated to acknowledge Musk’s comments this week on “corporate terrorism” and on his desire to “control” an “enormous robot army”)

In September, Tesla’s board proposed a stock award worth up to $1 trillion for CEO Elon Musk. It includes several milestones regarding Tesla stock and product performance, each of which unlocks tens of billions of dollars for Musk.

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It’s the largest award proposed for any CEO of any company by multiple orders of magnitude – with previous proposed Musk awards holding the second and third place positions as well. The proposal will be voted on by TSLA shareholders at Tesla’s shareholder meeting on November 6.

Previously, Tesla’s board has attempted to propose smaller, but still absurd, stock awards. A previous proposal to give Musk a ~$55 billion pay package was ruled illegal after the board misled shareholders and was found to be too closely tied to Musk. Tesla then put that same pay package up to another vote, using the same dishonest tactics, where it passed again.

Unsurprisingly, given that the same Elon-tied board engaged in the same misleading behavior as it had before, the pay package was again voided, saving Tesla shareholders $55 billion. That award is now in court again, with another decision soon to come.

The decisions were made by Delaware’s Court of Chancery, a famously pro-corporate court, and this resulted in Musk recommending a knee-jerk move of Tesla’s incorporation to Texas, a state with little established corporate law but where Musk thought he could exercise greater control over shareholders.

But the story has continued. Tesla’s board moved in August to give Musk an “Interim Award” worth ~$26 billion, which would still be the largest pay package for any CEO in history. It’s also more than the total profit Tesla has made over its lifetime (Tesla’s quarterly profits have been dropping for the last couple years, under Musk’s direction).

Despite all of this, and Musk currently holding position as the richest man in the world, the company he runs has been engaging in underhanded marketing efforts to push its new proposed trillion-dollar reward, which would have tangible harms for shareholders and for the company they’re invested in.

Tesla ‘doesn’t do ads,’ but that’s changing for Musk’s $1T

Tesla has long prided itself on not relying on traditional paid advertisements. Instead, it has relied on word of mouth marketing, social media posts, and press coverage of the company’s ambitious promises in order to stay forefront in the public eye. Musk has stated that he “hates advertising” and that running ads is the equivalent of lying (even as he runs ads with lies in them).

But that’s changing. Tesla hired then quickly fired an ad team, but continues to do social media marketing largely on Twitter, the platform that Musk overpaid billions of dollars for and then turned into a white supremacist haven, causing advertisers to flee (who Musk told to leave and then sued to try to force them back).

Of course, given that this is the internet, some of that social media marketing seems to be in the form of bots, so even the word of mouth surrounding Tesla is no longer real.

After chasing away advertisers, Musk resorted to a common tactic of his – channeling money from one of his public companies into one of his private companies, in the form of paid Tesla advertisements.

Most recently, those advertisements have been focused not on marketing Tesla’s products to twitter users, but rather on marketing Musk’s stock award.

In fact, Tesla even recently broke the last bastion of its reluctance towards certain marketing efforts, and started running paid TV ads, but it wasn’t to market the company’s products, rather just to market Musk’s $1 trillion pay package.

Running any ads in the first place for a shareholder vote seems odd – shareholder proposals usually do come alongside a board recommendation, and that’s usually enough to convince shareholders to vote alongside the board (at least, if the board has proven itself to be working in the best interests of the company, which may not apply here).

But it’s exceptionally rare to see a company undertake a whole advertising campaign, with produced videos, paid ads, and an outside strategy firm to help, especially when those ads don’t just target shareholders, but are on platforms for the general public (though this is perhaps a recognition that a huge percentage of Americans own TSLA stock via their retirement plans, whether they purchased the stock themselves or not).

And the ads are… questionable.

Tesla’s marketing effort has been exploitive to say the least

Just about every day, Tesla has filed a new document with the Securities and Exchange Commission detailing another solicitation it has made regarding the upcoming shareholder vote.

Often these are just tweets by the company or by Musk related to the shareholder vote. Musk has made several statements supporting the vote to his millions of followers on the social media app that he purchased so that he could control narratives and quash free speech on it.

Tesla has also purchased several ads on Google, moving beyond just Musk-owned properties.

But these solicitations also include produced videos by the company telling shareholders to vote on it. Two of these ads include testimonials by Tesla employees, stating how Tesla stock improved their lives.

In the videos, the two Tesla employees state that they wouldn’t have been able to own a home if it weren’t for Tesla stock.

One, Kiyoko, invokes her dead father, who would have been proud to see her owning a home.

Another employee, Sarah, invokes her daughter, who couldn’t have had a quinceañera if not for Tesla stock (notably, Musk is also the largest individual funder of a group that is racially profiling Mexican-Americans, staking out high school graduations to break up families and putting pressure on local businesses, including quinceañera dress-sellers).

Put aside for a moment the nightmare scenario where housing is so unaffordable that workers need to feel lucky to be able to afford a place to live after having held a job for 12 years (and apparently are unable afford that house through salary alone, instead needing to rely on a highly overvalued stock to get them there), these emotional statements seem designed to distract from the rational case against this stock award, and to pull on heart strings instead.

They also conflate stock options for the employees that keep Tesla running, and who are counting on those options to help pay for their housing, with an unprecedented stock award for its part-time CEO so he can, uh… bribe more political candidates?

And if you’re wondering how giving the world’s richest man a trillion dollars will help Kiyoko afford a home or Sarah afford a quinceañera, you’re not wrong to wonder. These ought to be two different concepts, but because of the nefarious structure of the shareholder vote, they’re not.

Tesla stock helped employees. Now it can’t, since Elon took it all

One of the questions being asked is whether or not to refill Tesla’s “general share reserve” of shares set aside to be granted to employees as compensation.

Proposal 3 not only fills the general share reserve with 60 million shares as compensation for Tesla’s current and future employees (of which the company currently numbers ~120,000 strong), but also fills a “special share reserve” with nearly 208 million shares for one single part-time employee, Elon Musk, who mostly focuses on companies other than Tesla (and whose interests can be directly opposed to Tesla’s). The board would be able to give these shares, currently worth around $91 billion, to Musk at their discretion without further shareholder approval and is not attached to any milestones, unlike the $1 trillion.

This is one of many issues brought up by several pension funds who named their concerns with the shareholder proposals. Normally, it would seem reasonable to split up the “general” and “special” share reserve votes, but Tesla has seen it fit to combine the two – such that if you want Tesla to be able to compensate employees with shares, you must also accept that Musk will have 3.5x as many shares set aside for him personally as will be set aside for every other employee at the company combined.

It must feel incredibly insulting for the engineers who actually design the cars, the manufacturing associates who build them, the software team that continues to improve the best software out there, the best-in-the-biz charging team, et cetera, to see a guy who spends most of his time working for other companies (or pretending to be good at video games on his private jet) and be told that he’s worth hundreds of thousands of times more than you are.

Even worse, the reason this vote is necessary is because the share reserve was recently drained… to pay Elon Musk.

When Musk’s friends on the Tesla board decided to hand him an “Interim Award” of $26 billion without a shareholder vote, the process through which they did this was to simply award shares to Musk that had previously been set aside in Tesla’s share reserve.

Those shares had been intended to be available for years to come, as compensation for employees, to help Tesla attract and compensate talent (as the heartstring-tugging videos above suggest). But instead, almost the entire reserve was drained to give to Musk, with only one stipulation: that he continue working at Tesla for two years.

But that’s only part of the shares that Musk would get if these shareholder votes pass, because those 208 million shares aren’t even associated with the separate $1 trillion award in Proposal 4, which would include over 423 million shares. So now we’re up to 630+ million shares for Musk (~276B at current TSLA valuation), and only 60 million for every other employee at Tesla combined, being voted on at this shareholder meeting.

And even if proposal 4 is voted down, the board could still give Musk $91 billion worth of stock, and it’s holding employees’ compensation hostage to ensure that it be able to do so.

Musk gets largest payday ever for being a bad employee

The Interim Award was given with the rationale that it might “focus and energize” the CEO, who has been distracted with his running of several other companies and his world famous social media addiction as Tesla earnings and sales have been dropping in an otherwise rising market.

Tesla’s sales drops are largely due to the brand damage Musk himself is doing, and also its lack of innovation under his direction – but at least he can sell some cars to himself to try to hide this failure.

Tesla got saved in Q3 by a pull-forward in demand due to the end of US tax credits (which Musk himself backed, despite that his actions have hurt Tesla in more ways than one), but otherwise its earnings have been trending dangerously close to unprofitability. And that certainly isn’t helped when the CEO spends $288M of his own money to cause a $1.4B drop in Tesla revenue.

Thus, this marks not only the largest payday in the history of the world, but the largest payday given with explicit acknowledgement that the payee is an underperforming and distracted employee, leading the company in a worse direction.

And yet, the board wants shareholders to approve even more pay for that bad employee, and has attached no strings to require he stop distracting himself with other companies, merely hoping that the promise of a large payday will coax Musk into being less terrible at his job than he has recently.

But it has to be an exceptionally large payday if Musk is to complete his goals (and to be clear, they are Musk’s goals, not the company’s), given the inflated nature of TSLA stock.

This is about power… and money

Musk wants this award because he wants more control over Tesla. He has stated clearly many times that he “doesn’t feel comfortable” with his current ownership percentage, even though it’s the result of him continually selling Tesla stock to fund his white supremacist, anti-free-speech project on twitter.

After his many stock sales, his ownership percentage has diluted from around a quarter of the company in 2021 to around 13% today. Musk has threatened Tesla shareholders, saying that that “the future of the world” relies on him getting $1 trillion and that if he doesn’t get 25% of the company he will take AI and robots elsewhere (nevermind that he already has sent Tesla resources to his private company in multiple ways, and wants Tesla shareholders to bail twitter/xAI out, another proposal on the current slate of votes).

Musk having more voting power would protect him from shareholder proposals that seek to improve Tesla’s corporate governance, as several proposals in front of shareholders right now would do. These include modifications to Tesla’s bylaws enabling changes through majority vote rather than supermajority vote, and repealing the threshold requirement to bring derivative actions against the company.

If Musk had 25% of the company, that makes it a lot easier for him to vote a chunk of his shares towards consolidating his power, and makes him less accountable to shareholders who are rightly concerned about Tesla’s current dropping sales and earnings under his direction.

And given that the vote on the current pay package somehow allows Musk to vote his own shares in support of it (unlike the last one, where he was recused), there’s no reason he couldn’t continue to do the same in the future, and have even more opportunity to enrich himself and consolidate power at the cost of all other Tesla shareholders.

(Update: Since this article was first published, Musk now states that the reason he wants more shares is so that he can “control” the “enormous robot army” which he wants Tesla to build. Put aside for the moment whether this is realistic or not, but it does seem perhaps troubling that this guy, who has spent much of the last few years advocating for white supremacy at every turn, wants to control a private army of killer robots, and to be unassailable in his control of that private army such that he cannot be ousted from his position.)

But beyond the power, it’s also about money (as Fred here at Electrek pointed out). If Musk wanted to increase his ownership percentage, he could have Tesla engage in stock buybacks, which would not only decrease dilution for him but also for other shareholders who hold long term. This would also increase share prices, something shareholders might like to see (but then again, it would also require profits, which have tanked recently under Musk’s direction).

Instead, the plan increases dilution for everyone by printing hundreds of millions of shares – dilution for everyone except Musk, who gets far more shares than everyone else combined.

But you better not bring that up, because if so, Tesla might put out a mean tweet about you.

Tesla pays for PR to attack its own shareholders

We covered a group of pension funds who brought up many of these legitimate concerns in a dispassionate letter sent to Tesla investors, including the draining of the share reserve to pay Musk, the negative effect of dilution on current shareholders, and others. The concerns are well-argued and the letter is signed by several public pension funds, whose interest is generally in stable long-term returns, rather than volatility or speculation.

Many public funds are required to invest significantly in funds like the S&P 500, of which TSLA is an outsized member. They are also interested in a generally less volatile economy overall, and thus, it makes sense that they would argue in favor of stability.

The funds also stated that the requirements for various tranches of Musk’s share reward are somewhat arbitrary, and that many could be met easily with creative interpretations. Others have pointed out the same, recognizing even meeting the easiest targets would pay Musk more than the lifetime pay of the next 8 highest-paid CEOs combined.

But after these valid criticisms were lodged, Tesla responded in a way that should not be a surprise for longtime watchers of the company – by doubling down and firing back.

Tesla put out a tweet titled “setting the record straight,” essentially just making the same argument it has already made. It claims that there is no way to creatively interpret product goals, that the board is “disinterested” (that is, they do not hold a personal financial interest in the outcome, which is an odd thing to say about the personal friends and family of Musk on Tesla’s board), and that this plan, which will dilute current shareholders’ holdings in order to retain a bad CEO for the next decade, is “in the interest of shareholders.”

It also claims that none of the operational milestones are “easy” and that previously-cited creative interpretations would not be possible. However, even with only below-average share growth and flat vehicle delivery growth, Tesla is on course to easily reach some of the simpler milestones (well, perhaps this is hard with a CEO who is seemingly doing his best to ruin company performance…), which would still result in a record payday many times over.

And it ends the tweet with a slight against the performance of the various public funds who signed on to the letter. Tesla claims that it has provided much better returns than each of the funds, which have had 6.51%-13.3% annualized returns since 2018. Notably, these are in line with the expected returns that a public fund counts on (with S&P averaging ~8%), who typically invest in stable companies rather than speculating on high-risk investments or tech companies with unheard-of 309:1 P/E ratios (which only gets higher as price goes up and earnings go down).

Since then, proxy advisory group ISS, the largest independent advisor for institutional investors which offers disinterested insight into shareholder proposals, has also recommended against voting for the proposals. Tesla responded by attacking ISS in a tweet.

(Update: Since this article was published, the second largest advisor, Glass Lewis, also issued a sober acknowledgement of what a bad idea these stock proposals are. In response, Musk went on a rant during Tesla’s Q3 earnings call, where the company had announced a huge drop in earnings, despite record revenue, under his poor direction. Musk refused to acknowledge any of the myriad valid points made by ISS or Glass Lewis, and instead repeatedly called them “corporate terrorists”)

Making all of these statements about an active shareholder vote is already a rare move as far as public companies go, but Tesla, which does not advertise, also seems to have retained an outside firm to further publicize its rebuttal. Due to our previous article on this matter, we got an email from FGS Global, which bills itself as “the world’s leading stakeholder strategy firm,” directing our attention to the tweet. We asked FGS why it thought diluting shareholders by $1 trillion was truly the optimal strategy for stakeholders, and did not receive an answer.

Even if you think Musk is necessary, this isn’t Tesla’s best option

Defenders of the plan will argue that shareholders will benefit if share targets are met. But that’s a big “if,” and even if they are met, how much of that can we attribute to the direction of a distracted CEO (with no requirement to not be distracted), and is it really necessary to give that CEO a full trillion dollars worth of dilution in order to get the performance requested?

Again, Musk has already been given the largest payday in history out of shares that were earmarked for employees, and now a payday that’s over thirty times larger than that has been proposed. Even at the inflated share prices that would be necessary to meet milestone targets for the award, shareholders would still have their voting rights and share appreciation diluted by about 12% (and don’t forget the hundreds of millions of shares he can get without doing anything at all, a retroactive reward for his distraction).

Could a similar goal not be achieved with much smaller dilution, say around 1%, which would still be the largest payday ever proposed for a CEO? And is Musk even worth that much to begin with, given his poor recent performance and his behavior that has proven to be hostile to his own company’s interests? (via lobbying for anti-EV policy, doing Tesla brand damage, self-dealing to benefit his own private companies with Tesla’s public assets, firing Tesla’s best teams on an ego trip, and so on)

Heck, even the option of buying xAI in an all-stock deal, at its absurd $200B valuation, would cost Tesla less than these two proposals would (~$276B, at current TSLA valuation). This idea would also do more to ensure Musk’s focus as then he would no longer split his time between his private companies which have his current interest and his public one, since all would be under the same umbrella.

To be clear, that would also be a terrible idea, due to ethical concerns that are currently subject to a lawsuit over Musk conflicts of interest (and surprise surprise, that terrible idea is also up for a shareholder vote). But the fact that there are potential legal problems with each of the options the board did consider is perhaps an indication that another individual, one without such a history of working in his own interests rather than the company’s, would be a better fit for Tesla.

Bad for employees, shareholders, and Tesla’s mission/ethics… so why is Tesla pushing it?

It seems quite clear that the option given to shareholders is not the optimal solution, but due to Tesla’s captured board, it’s the option that’s been put on the table. And since it benefits them (in fact, so much that the board had to return nearly $1 billion in excessive compensation) and their personal friend Elon Musk, it’s the only option shareholders get to vote on.

Were the board interested in Tesla’s best interests, some other options might be on the table. But they aren’t; they’re interested in their friend Elon’s best interests. The driving factor isn’t the goals of Tesla or its shareholders, but the goals of Elon.

If the board were independent and truly interested in Tesla’s best performance, it wouldn’t saddle the company with a hostile CEO for a decade, it wouldn’t overpay that CEO, it would be more sensitive to dilution, it would engage in options that are less likely to result in legal challenges, it would at least ensure that CEO work in the company’s interests, and it would use a more deliberative process than having a few of that CEO’s friends propose a comically large payday just so he can get himself out of the hole he dug for himself with a social media addiction so bad that he overpaid for his favorite app (twice).

The only concessions the board has made to any idea of reasonable governance is that it made the adoption of a succession plan a prerequisite for the last 2 (out of 12) tranches of stock. So Musk can still get ~558 million shares of stock without even giving a thought to what future the company might have with competent corporate governance.

Will shareholders finally reject this ridiculousness?

And yet, shareholders may vote for it, just like last time. That last vote had about the same downsides as this one, but TSLA shareholders voted for it anyway (twice, even after it was revealed they were lied to on the first vote).

But shareholders must currently feel trapped by Musk’s rhetoric. Even though he’s a bad CEO in terms of company performance, his constant overpromising has led to high appreciation of Tesla stock, with the market seeming much more interested in Musk’s constantly-delayed fantasies than in Tesla’s current performance. Essentially, Musk is saying “give me $1 trillion or I won’t lie for you anymore.”

Shareholders are worried that if Musk is gone, the market will no longer overvalue its future performance, and there might be a correction towards more realistic share price levels. Even though a competent CEO might benefit Tesla’s financial performance as a company, it may harm TSLA’s status as a meme stock.

And that’s what this particularly frothy market has become. Rather than investing in a company to focus on its products or even its future, “investors” have become consumers of the stock first, and focused on maintaining whatever illusions have resulted in these absurd price levels. TSLA shareholders have made the wrong decision before on an intrinsically similar issue, so it wouldn’t be a big surprise if they do the same here, only even dumber and ~20x bigger.

It is perhaps heartening that Tesla has seen it necessary to market the award so heavily, as Tesla can see results as they come in.

The more Tesla markets, the more it may suggest that the company may not like the numbers its seeing, and is desperate to swing the vote in its favor. (Either that, or the whole thing is engineered to give Musk something to act victimized about after the fact, when inevitably the award sees legal challenges again.)

For Tesla’s sake, for the EV transition as a whole, and perhaps for the future of the world, let’s hope it’s the former.


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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.

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As Texas power demand surges, solar, wind and storage carry the load

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As Texas power demand surges, solar, wind and storage carry the load

Electricity demand is surging in Texas, and solar, wind, and battery storage are meeting it.

According to new data from the US Energy Information Administration (EIA), electricity demand across the Texas grid managed by the Electric Reliability Council of Texas (ERCOT) hit record highs in the first nine months of 2025. ERCOT, which supplies power to about 90% of the state, saw demand jump 5% year-over-year to 372 terawatt hours (TWh) – a 23% increase since 2021. No other major US grid has grown faster over the past year.

Solar and wind keep ERCOT’s grid steady

The biggest growth story in Texas power generation is solar. Utility-scale solar plants produced 45 TWh from January through September, up 50% from 2024 and nearly four times what they generated in 2021 (11 TWh). Wind power also continued to climb, producing 87 TWh through September – a 4% increase from last year and 36% more than in 2021.

Together, wind and solar supplied 36% of ERCOT’s total electricity over those nine months. Solar, in particular, has transformed Texas’s daytime energy mix. From June to September, ERCOT solar farms generated an average of 24 gigawatts (GW) between noon and 1 pm – double the midday output from 2023. That growth has pushed down natural gas use at midday from 50% of the mix in 2023 to 37% this year.

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Battery storage is filling in the gaps

Batteries charge during the day when wind and solar generation are the highest, and they produce electricity when generation from wind and solar slows down. ERCOT began reporting battery output separately in October 2024 in its hourly grid data, and it’s clear that batteries are now helping to smooth out evening peaks. This past summer, batteries supplied an average of 4 GW of power around 8 pm, right as solar production dropped off.

Natural gas is flatlining

Natural gas is still Texas’s dominant power source, but it isn’t growing like it used to. Between January and September, gas-fired plants generated 158 TWh of electricity, compared to 161 TWh in 2023. Gas comprised 43% of ERCOT’s generation mix during the first nine months of 2025, down from 47% in the first nine months of 2023 and 2024.

More demand growth ahead

The EIA expects Texas electricity demand to keep rising faster than any other grid in the US. In its latest Short-Term Energy Outlook, the EIA projects ERCOT’s demand will climb another 14% in the first nine months of 2026, reaching 425 TWh. That means Texas will need even more solar, wind, and battery storage to keep up with its breakneck growth.

Read more: This $900 million solar farm in Texas is going 100% to data centers


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.

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Chevy Equinox EV and another Cadillac electric SUV recalled due to tire defect

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Chevy Equinox EV and another Cadillac electric SUV recalled due to tire defect

GM is recalling nearly 23,000 Chevy Equinox EV and Cadillac Optiq models due to a defect where the tire tread could fall off.

GM is recalling more Chevy Equinox EV models

In a letter sent to the National Highway Traffic Safety Administration (NHTSA), GM said it has decided to issue a safety recall for certain Chevy Equinox EV and Cadillac Optiq models from model years 2025 to 2026.

This time, it isn’t necessarily GM’s fault. The vehicles may be equipped with 21″ all-season tires that Continental Tire is recalling.

According to Continental, the tires were produced during the week of October 6, 2024, and may have a defect where the tire tread could partially or fully detach. The records show the defect is due to a nonconforming tread base rubber compound.

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Owners of affected vehicles may notice unusual tread wear or bulging, vibration while driving, or tire noises. GM is unaware of any incidents related to the defect, but is issuing the recall out of an abundance of caution.

Cadillac-Optiq-EV-recall
Cadillac Optiq EV (Source: Cadillac)

On September 18, 2025, GM inspected the assembly plant and confirmed there were no suspect tires in stock. The 21″ tires come standard on RS trims and are optional on LT1 and LT2 grades.

Although GM is recalling 22,914 Chevy Equinox EVs and Cadillac Optiqs, it estimates that only about 1% of them have the defect.

The recall includes:

  • 2026 Cadillac Optiq: 214
  • 2026 Chevy Equinox EV: 1,832
  • 2025 Cadillac Optiq: 3,468
  • 2025 Chevy Equinox EV: 17,400

GM dealers will check all four tires and replace them if needed, free of charge. Dealers were notified on October 16. Owner notification letters are expected to be mailed out on December 1, 2025.

You can contact Chevrolet’s customer service number at 1-800-222-1020 or Cadillac’s at 1-800-333-4223. GM’s recall number is N252525030. Owners can also call the NHTSA hotline at 1-888-327-4236 or visit the nhtsa.gov website for more information.

The Chevy Equinox EV is now the third best-selling EV in the US, trailing only the Tesla Model Y and Model 3. Meanwhile, Cadillac’s entry-level Optiq SUV is the fifth-most-popular luxury EV. The recall is minor and only affects a small percentage of models, so it’s not expected to have a major impact.

If you want to test one of them for yourself, we can help you get started. Check out our links below to find available Chevy Equinox EV and Cadillac Optiq models near you.

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