Elon Musk’s Pay Package Faces Legal Hurdles as Court Rejects Tesla CEO’s Multibillion-Dollar Deal Again

Tuesday 03 December 2024 - 10:35

Elon Musk’s unprecedented pay package, valued at around $101 billion, was once again blocked by a Delaware court, continuing the legal challenges to his massive compensation as Tesla's CEO. Despite receiving shareholder approval at a meeting earlier this year, the package has faced significant legal obstacles, with a judge ruling against it for the second time.

The pay package, which consists of 303 million Tesla stock options, was initially worth approximately $56 billion when it was first rejected by Delaware Chancery Court Chancellor Kathaleen McCormick in January. In her ruling, McCormick sided with the plaintiff, a major shareholder, who argued that Musk and the Tesla board had not demonstrated that the compensation plan was fair. The judge emphasized that they had not met the legal burden required to justify such a massive package.

Despite the earlier setback, Musk’s legal team sought to have McCormick's decision overturned after 84% of Tesla shareholders, excluding Musk and his brother Kimbal, voted in favor of the package in June. However, the court rejected this motion. McCormick stated that while the package had been re-approved by a majority of shareholders, this did not necessarily mean it was in the best interests of the company’s investors. She criticized the defense team for presenting arguments that contradicted well-established legal principles.

Musk, known for being one of the wealthiest individuals globally, does not receive a traditional cash salary or bonus from Tesla. Instead, he earns his compensation through stock options that allow him to purchase shares at a significantly lower price than their market value. This arrangement has been central to his financial success, but it has also raised questions about fairness and corporate governance, especially given his influential position within Tesla and other companies like SpaceX, Neuralink, and the Boring Company.

McCormick’s opinion also highlighted concerns about the relationship between Musk and Tesla’s board. She noted that Musk had admitted to "negotiating against himself" in determining the terms of his own compensation. The judge acknowledged that Musk was entitled to some form of compensation but found the final package to be excessively favorable to Musk without sufficient justification for its fairness to shareholders.

At the time of the June vote, Tesla’s board argued that the CEO's compensation package was necessary to keep him fully engaged in managing the company. Musk’s involvement with multiple ventures, including his role in SpaceX and his increasing political engagement, has raised further concerns about his attention to Tesla's operations.

Musk’s attention has recently been divided as he has become more involved in political activities. He has made substantial financial contributions to the 2024 presidential campaign of Donald Trump and has joined him on the campaign trail. In addition, Musk was appointed by Trump to lead a newly established government efficiency department, tasked with reducing the federal budget and cutting regulations.

As the legal battle over Musk’s pay package continues, the broader implications for corporate governance and executive compensation remain a point of contention. While Musk’s leadership has undeniably driven Tesla’s growth, questions about the fairness of his compensation package and the influence of his position at the company are likely to persist.