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I mean the fact that the comp package got thrown out well after it being approved and him making the metrics is mind blowing. It is not honoring a deal but hey

I mean the fact that the comp package got thrown out well after it being approved and him making the metrics is mind blowing. It is not honoring a deal but hey - someone has to pay the lawyers.

s1artibartfast 3y ago
Yeah, I'm split on the issue. The court was right on the technicalities around disclosure, but it was also plain as day the board was musks buddies and the stockholders still approved it the first time. Could the board have negotiated a better deal if they weren't buddies? Probably, but that's why board composition matters. The judge said they thought Musk would have made the milestones without the comp because he already had skin in the game. Ex-post facto recontacting is just icky overall.
everforward 3y ago
This is just kind of an artifact of how our legal system works. Judges don't generally answer hypotheticals, you have to do it and then see how it pans out. All that being said, I would be pretty surprised if this outcome wasn't mentioned as a risk to the board or Musk. They're talking about paying him ~10% of the company's _market cap_ as a bonus, and almost double the revenue the company has made in its entire existence. I'm not terribly surprised that a judge looked at that and immediately thought "breach of fiduciary responsibility to the shareholders". That brings up an awful lot of questions. Does it really take $50B to motivate him, given that his wealth is largely denominated in TSLA stock anyways (meaning he suffers if the stock price drops)? Is there really no one who would do it for cheaper? Firing Elon and hiring a $200M/year CEO would save the company like $50B; why is the board so confident that Elon is going to provide more value to the company than saving $50B on labor costs? Perhaps paying Elon is the right move to make. I'm dubious, but I'm also not a shareholder, so my opinion does and should mean basically nothing. I do hope that if the shareholders vote to approve the bonus, they're allowed to pay it out. They're adults, they should be allowed to do what they believe is in their best interest.
- s1artibartfast 3y ago
  The first time the compensation was approved, it was through shareholder vote with Elon abstaining. The question raised later was not if the shareholders were adults allowed to approve it, but if the information they were given about the board negotiators had sufficient disclosure. Inadequate disclosure on paper legally opened the door to questioning if the negotiator of Health fiduciary duty to the shareholders. My personal opinion is that a different CEO then Elon could not have generated 500 billion dollars of irrational hype. Additionally, I think that if Elon left in 2018, there could have been substantial reputational damage to Tesla. Negotiations between two parties who both stand to profit heavily are tough. They are tough because Leverage is based on who is more willing to self-destruct and walk away

I mean the fact that the comp package got thrown out well after it being approved and him making the metrics is mind blowing. It is not honoring a deal but hey - someone has to pay the lawyers.

s1artibartfast 3y ago

Yeah, I'm split on the issue. The court was right on the technicalities around disclosure, but it was also plain as day the board was musks buddies and the stockholders still approved it the first time. Could the board have negotiated a better deal if they weren't buddies? Probably, but that's why board composition matters. The judge said they thought Musk would have made the milestones without the comp because he already had skin in the game. Ex-post facto recontacting is just icky overall.

everforward 3y ago

This is just kind of an artifact of how our legal system works. Judges don't generally answer hypotheticals, you have to do it and then see how it pans out. All that being said, I would be pretty surprised if this outcome wasn't mentioned as a risk to the board or Musk. They're talking about paying him ~10% of the company's _market cap_ as a bonus, and almost double the revenue the company has made in its entire existence. I'm not terribly surprised that a judge looked at that and immediately thought "breach of fiduciary responsibility to the shareholders". That brings up an awful lot of questions. Does it really take $50B to motivate him, given that his wealth is largely denominated in TSLA stock anyways (meaning he suffers if the stock price drops)? Is there really no one who would do it for cheaper? Firing Elon and hiring a $200M/year CEO would save the company like $50B; why is the board so confident that Elon is going to provide more value to the company than saving $50B on labor costs? Perhaps paying Elon is the right move to make. I'm dubious, but I'm also not a shareholder, so my opinion does and should mean basically nothing. I do hope that if the shareholders vote to approve the bonus, they're allowed to pay it out. They're adults, they should be allowed to do what they believe is in their best interest.

s1artibartfast 3y ago
The first time the compensation was approved, it was through shareholder vote with Elon abstaining. The question raised later was not if the shareholders were adults allowed to approve it, but if the information they were given about the board negotiators had sufficient disclosure. Inadequate disclosure on paper legally opened the door to questioning if the negotiator of Health fiduciary duty to the shareholders. My personal opinion is that a different CEO then Elon could not have generated 500 billion dollars of irrational hype. Additionally, I think that if Elon left in 2018, there could have been substantial reputational damage to Tesla. Negotiations between two parties who both stand to profit heavily are tough. They are tough because Leverage is based on who is more willing to self-destruct and walk away