Musk Risks Losing World’s Richest Title After Pay Package Voided
Elon Musk’s $55 billion pay package at Tesla Inc. was struck down by a Delaware judge after a shareholder challenged it as excessive, a ruling that would take a giant bite out of Musk’s wealth if it survives a likely appeal.
The decision Tuesday means that more than five years after the electric car maker’s co-founder was granted the largest executive compensation plan in history, Tesla’s board will have to start over and come up with a new proposal.
The ruling leaves the future of Musk’s fortune in limbo. Worth some $51.1 billion, the options were one of his most valuable assets. Without them his net worth would drop to $154.3 billion, making him the third-richest person in the world after spending most of the past couple of years as No. 1, according to the Bloomberg Billionaires Index.
Following a trial that started more than a year ago, Delaware Chancery Court Chief Judge Kathaleen St. J. McCormick sided with an investor who complained that the 2018 package didn’t have proper disclosures about the performance benchmarks required of Musk and that the board had conflicts of interest in approving it.
Musk, 52, has topped Bloomberg’s wealth list thanks to his stake in Tesla, the world’s most valuable auto company. The stock options from his compensation plan have vested in increments over the past few years as performance targets have been achieved, but he hasn’t yet exercised any of the options, regulatory filings show.
“In the final analysis, Musk launched a self-driving process, recalibrating the speed and direction along the way as he saw fit,” the judge wrote. “The process arrived at an unfair price. And through this litigation, the plaintiff requests a recall.”
Another Musk Loss
The judge’s decision to invalidate the pay plan followed another loss for the billionaire in court, in which he failed to persuade an appeals court in May to release him from a 2018 agreement with the US Securities and Exchange Commission that his Twitter posts about Tesla be screened. Musk, who prides himself on snubbing corporate norms, has prevailed in several other court battles.
In the compensation case, Tesla shareholder Richard Tornetta claimed board members failed to exercise independence as it drew up the pay package for its CEO and allowed him to improperly engineer the details of his pay plan to his liking.
Musk dictated the “framework and financial terms, which remained fundamentally unchanged” throughout the board’s approval process, Tornetta’s lawyers argued in briefs in Delaware Chancery Court.
The judge agreed that conflicts of interests made the board’s consideration of his pay packaged flawed.
“The most striking omission from the process is the absence of any evidence of adversarial negotiations between the Board and Musk concerning the size of the grant,” McCormick wrote.
Musk’s defense failed to explain why the “historically unprecedented compensation plan” was necessary to motivate the CEO to achieve “transformative growth.” Musk had no intention of leaving Tesla, and his ownership stake was sufficient motivation to keep him focused on growth, the judge said.
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