Boards are supposed to be forward-looking. Typically a board would electively reward a CEO who has delivered out-sized performance out of fear that the CEO woul

Boards are supposed to be forward-looking. Typically a board would electively reward a CEO who has delivered out-sized performance out of fear that the CEO would leave for a different job (creating a bad future for the company). This situation, though, has a different set of forward-looking concerns. Musk already has several other jobs. And the primary concern is that he wants this large pay package so that he can have more personal resources to put toward those other jobs (at the expense of Tesla). As it stands now, Musk’s personal financial position depends on leverage against his Tesla position. This binds him to Tesla’s future performance. Giving him a huge personal pay package essentially weakens that binding, giving him greater license to deprioritize his Tesla leadership in favor of SpaceX, Xai, Neuralink, etc. There is an argument to be made that Tesla’s board should be essentially antagonistic toward Musk’s other companies, given that his time and attention are finite resources, and Tesla is a public company. The board has responsibilities to investors to maximize their return, which should take precedence over whatever feelings of gratitude or connection they feel toward Musk personally.