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Tesla asks shareholders to reinstate Musk's voided $56B pay package

(2024/04/17)


A Delaware court may have voided Elon Musk's $56 billion Tesla pay package in February, but now the board is asking shareholders to reinstate it.

Tesla filed its 2024 [1]proxy statement with the US Securities and Exchange Commission today that includes several shareholder proposals, most notably votes on restoring Musk's [2]massive pay plan and to move Tesla's legal home from Delaware to Texas.

Musk's pay package, which would have [3]awarded him all that cash in stock options for meeting certain growth milestones, was [4]voided in February after a Delaware court decided it was unfairly approved by the board due to Musk's close ties with members and substantial influence over his electric car company.

[5]

Tesla board chair Robyn Denholm said the Delaware court cancelled the package against shareholder will, noting that 73 percent voted to approve the 2018 agreement.

[6]

[7]

"Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value," Denholm said in a letter to shareholders included in the statement.

"We do not agree with what the Delaware Court decided … so we are coming to you now so you can help fix this issue."

Does Musk deserve that pay package?

The fact that Musk hasn't been paid for several years may be part of why he's recently fallen from the top of Forbes's [8]rich list to a paltry third place. As of writing he's worth just $185 billion.

In other words, while he hasn't been paid for his work at Tesla of late, Musk isn't hurting for wealth. Considering Musk's pay package was also based on Tesla's performance, however, it's worth taking a look at that since the company's value peaked in 2021 – and it hasn't been good.

[9]

Tesla has been the [10]worst performing company in the S&P 500 so far in 2024, and as of writing is down nearly 37 percent year-to-date. Tesla vehicle [11]deliveries fell substantially below analyst expectations in the first quarter of 2024, further driving the stock down earlier this month. Tesla's full Q1 2024 earnings call is scheduled for April 23, and it's [12]expected to be more bad news.

[13]Despite two previous court victories, Tesla settles third Autopilot liability case

[14]Tesla power steering probe upgraded after thousands more incidents reported

[15]Tesla's Cybertruck may not be so stainless after all

[16]Missed expectations, zero guidance: Tesla's 'great year' was anything but

Tesla also announced this week that it was [17]laying off 10 percent of its employees, equating to more than 14,000 people, shortly after it announced it was ditching plans for a lower-cost vehicle dubbed the Model 2.

Part of the reason Tesla is doing relatively poorly has been [18]tied directly to Musk's [19]mercurial personality and penchant for [20]courting [21]controversy .

Given that Musk's pay package is tied closely to Tesla's performance, shareholders might want to consider whether giving him his $56 billion – if he can earn it at this point after Tesla's fall from grace – is the best move for the company.

Denholm thinks it is.

[22]

"The Board stands behind this pay package. We believed in it in 2018, as we asked Elon to pursue remarkable goals to grow the company," Denholm said, calling the pay package "a matter of fundamental fairness and respect to our CEO."

Tesla's board – Denholm among them – settled a case with shareholders last year that accused the company of awarding [23]oversized pay packages to board members.

Denholm, Elon's brother Kimbal Musk, and others agreed to return more than $735 million to Tesla coffers as part of the settlement. ®

Get our [24]Tech Resources



[1] https://www.sec.gov/Archives/edgar/data/1318605/000110465924048040/tm2326076d13_pre14a.htm#tPROTA

[2] https://www.theregister.com/2024/03/04/musk_tesla_pay_fee/

[3] https://www.theregister.com/2018/01/24/elon_musk_55bn_bonus_plan/

[4] https://www.reuters.com/legal/judge-rules-favor-plaintiffs-challenging-musks-tesla-pay-package-2024-01-30/

[5] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_onprem/personaltech&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=2&c=2ZiBGeq7PW82K8pazhEqcIAAAAJI&t=ct%3Dns%26unitnum%3D2%26raptor%3Dcondor%26pos%3Dtop%26test%3D0

[6] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_onprem/personaltech&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=4&c=44ZiBGeq7PW82K8pazhEqcIAAAAJI&t=ct%3Dns%26unitnum%3D4%26raptor%3Dfalcon%26pos%3Dmid%26test%3D0

[7] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_onprem/personaltech&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=3&c=33ZiBGeq7PW82K8pazhEqcIAAAAJI&t=ct%3Dns%26unitnum%3D3%26raptor%3Deagle%26pos%3Dmid%26test%3D0

[8] https://www.forbes.com/real-time-billionaires/#1a6fc8173d78

[9] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_onprem/personaltech&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=4&c=44ZiBGeq7PW82K8pazhEqcIAAAAJI&t=ct%3Dns%26unitnum%3D4%26raptor%3Dfalcon%26pos%3Dmid%26test%3D0

[10] https://www.forbes.com/sites/dereksaul/2024/03/29/heres-why-tesla-is-the-worst-performing-major-stock-this-year/?sh=ba36cef30a29

[11] https://www.cnbc.com/2024/04/02/tesla-tsla-q1-2024-vehicle-delivery-and-production-numbers.html

[12] https://www.ft.com/content/5acd4a61-be31-49b4-bbdd-2542784a7b18

[13] https://www.theregister.com/2024/04/09/tesla_settles_autopilot_case/

[14] https://www.theregister.com/2024/02/02/tesla_power_steering_probe_upgraded/

[15] https://www.theregister.com/2024/02/13/tesla_cybertruck_rust/

[16] https://www.theregister.com/2024/01/25/tesla_conference_call/

[17] https://www.theregister.com/2024/04/15/tesla_lays_off_10_percent/

[18] https://www.reuters.com/business/autos-transportation/would-be-tesla-buyers-snub-company-musks-reputation-dips-2024-04-01/

[19] https://www.theregister.com/2023/11/30/musk_murders_x/

[20] https://www.theregister.com/2023/11/14/x_israel_gaza_moderation/

[21] https://www.theregister.com/2024/03/25/musk_lawsuit_hate_speech/

[22] https://pubads.g.doubleclick.net/gampad/jump?co=1&iu=/6978/reg_onprem/personaltech&sz=300x50%7C300x100%7C300x250%7C300x251%7C300x252%7C300x600%7C300x601&tile=3&c=33ZiBGeq7PW82K8pazhEqcIAAAAJI&t=ct%3Dns%26unitnum%3D3%26raptor%3Deagle%26pos%3Dmid%26test%3D0

[23] https://www.theregister.com/2023/07/18/tesla_excess_compensation/

[24] https://whitepapers.theregister.com/



Charitable lot

Fruit and Nutcase

These shareholders.

Let's take a pension fund investing in Tesla shares...

Surely they would like some return not just on share price gain? Allowing the board to stuff their pockets mean less potential dividend for shareholders?

Re: Charitable lot

MachDiamond

"Allowing the board to stuff their pockets mean less potential dividend for shareholders?"

Tesla does not pay a dividend and their prospectus states that they don't have any plans to pay a dividend in the future. It's more of a concern that money is flowing into the pockets of Elon's friends and family when announced products that have been pending for years aren't being completed. The company will not even accept reservation payments on the Semi anymore and has only delivered test articles to one outside company. I can imagine that Pepsi/Frito-Lay was pressuring Tesla to deliver or give them back the millions in deposits they put down years ago. The Roadster 2.0 hasn't moved forward in years. The Cybertruck is a novelty rather than a competitor at any level in the pickup market. The Model 2, which may or may not be cancelled, didn't have the appearance of being more than competition for the 3/Y rather than something that would draw in new buyers if the posted concept art was official and not fan-fiction.

Re: Charitable lot

Yet Another Anonymous coward

But the shareholders have to assume that the company will pay a dividend in the future or the company has no value.

b1k3rdude

No one needs that kind of money, certainly not that garbage meatsack excuse of a human being. But hey lets sack a bunch of people and still pay the lackwit ceo, corpo muricka at its finest.

Lay off math

Anonymous Coward

Asking a $56B pay package for Elon, days after stating that they / he need(s) to lay off 10% of the 140000 employees.

That's 14000 employees in need to be laid off, versus 1 super rich CEO in need to be paid sufficiently well to reward him for past efforts.

14'000 * 4'000'000 = 56'000'000'000 or 14000 times 4M = 56B

I somewhere read Elon said laying so many people off is one of the things he dislikes most. How many years could each of them be employed with 4M?

Fuck that!

aerogems

When you literally just laid off 10% (at least) of your workforce*, citing issues with Cybertruck manufacturing issues, slowing demand, and increased competition, why in holy fuck would anyone think now is a good time to pay the CEO more ? He's clearly been driving** the company into the ground because he's been so focused on being a right-wing troll on Xitter. Even if he weren't spending inordinate amounts of time being a tech bro wannabe fuckwit on Xitter, he has so many different business interests he's barely what you could call a part-time employee at any of them.

If anything, this is a time when the board and shareholders should be delivering an ultimatum: Divest yourself from all your other business interests, so your sole focus is on Tesla, or we'll divest you from Tesla and find someone who's willing to put in the time and effort to try to right the ship you have left rudderless. Frankly, IMO, given the rampant racism, sexism, and even sexual assault that takes place in Tesla factories, and the fact that Xitler has done exactly nothing to put a stop to it, the increased legal liability he's exposed the company to is plenty of reason to dump his ass to the curb.**

* A lot of employees found out they'd been laid off when they tried to get into the building on Monday and their badges didn't work. The "lucky" ones were rounded up by security as they got off a shuttle bus and put on another bus to take them back to their cars.

** Happy coincidence

Re: Fuck that!

simonlb

The sole reason they want to move to Texas is so that they can say, "Fuck that!" to those pesky regulators who keep putting up barriers to business and punishing hard-working arsehole CEO's.

As for Musk's financial position, he'll probably just buy a shitload of cheap crypto next week, post on Twatter, "WankCoin is the best crypto going!" so the Musk disciples also 'invest' and the price skyrockets, before dumping the lot three days later to make a few billion bucks.

"He's not the messiah, he's a very naughty boy complete arsehole."

Re: Fuck that!

aerogems

I'm sure they'll come to find out that Texas has some of the highest taxes around. They just nickel and dime the shit out of you in a lot of oblique ways instead of being up front about it with things like income tax. Of course you have a corrupt AF AG who will act like your own personal corporate attorney as long as you say the right things on social media, so there's that.

Re: Fuck that!

MachDiamond

"If anything, this is a time when the board and shareholders should be delivering an ultimatum: Divest yourself from all your other business interests, so your sole focus is on Tesla, or we'll divest you from Tesla"

The judge that rescinded Elon's bonus package commented on how beholden the people on the Tesla board are to Elon. Elon is the one that buttered their bread and they owe him. So many "news" articles are also incorrectly saying the judge thought the amount was too much and that's why she cancelled it when the problem, that can be read for oneself in the decision, is serious problems with the information that was given to shareholders to vote on and how some of the first milestones that triggered stock payouts would have happened if they brought Ham the chimp back to life and put him in the corner office. The company was already well on track to hit those numbers.

What I was thinking when all of this kicked off was that the rewards were based on stock price, not profits, not tangible value. Plenty of executives have played games with stock price pumps over the ages to the detriment of the company they were supposed to be managing for the stockholders (owners). To set up a series of very serious rewards for that behavior should be criminal. It's also Elon that wrote the compensation proposal, not the board who are said to have rubber-stamped it without pushing back at all.

Perhaps adding a Flux Capacitor...

CapeCarl

Would make the Cybertruck sell better?

If the Tesla CEO was so prescient, shipping a mid-sized hybrid in 2024 might have been a better (practical, but not as flashy) choice (at least in the US.)

Re: Perhaps adding a Flux Capacitor...

simonlb

I'm wondering if the clause in the purchase contract for the Cybertruck to stop you selling it within the first year of ownership is not to prevent you flipping it for a quick profit, but to force you to keep it for a whole year because Tesla know that after three or four months of owning one you will have realised that is actually very impractical, nowhere near as good as you thought it would be, and a complete pain in the arse to live with.

Re: Perhaps adding a Flux Capacitor...

MachDiamond

"and a complete pain in the arse to live with."

That's until you find out that it's not a vehicle but a mobile food prep machine. I was watching a review where it was demonstrated that the motorized hood can chop through 4-5 carrots quite handily and that's after you use the edge of the door to give them a good peel. If you are a musician, you might find inspiration for new compositions within all of the squeaks and rattles you hear while driving along. Addressing these issues is why it can take other manufacturers years to release a wholly new model. Perhaps having software updates that can just be broadcast is giving them too much leeway when they decide to release something. In days past, car companies made sure that everything worked so there wouldn't be requirements that people had to take their cars to the dealer for updates and fixes.

let him have it.

Anonymous Coward

With a bit of luck it'll sink the company and start a domino effect taking out the rest of the arsehole's business interests.

Re: let him have it.

aerogems

He's been using Tesla as his own private piggy bank to fund his other business interests. So, unless Tesla tanks, it'd only mean he could embezzle divert more Tesla resources towards his other businesses.

An example of a cognitive misfire :o

t245t

“ Part of the reason Tesla is doing relatively poorly has been tied directly to Musk's mercurial personality and penchant for courting controversy. ”

People buy cars based on the price and reliability of the vehicle. The relentless snarking against Musk in the media is to do with him being not-on-board with the Washington Swamp. They ramped it up after he bought Xitter.

“ [1]The Tesla Model Y is #1 again in the electric vehicle market . Registrations were up 63% year over year (YoY) in January, to over a million units. China’s market was the main driver of growth.”

[1] https://cleantechnica.com/2024/03/05/top-selling-electric-vehicles-in-the-world-january-2024/

Re: An example of a cognitive misfire :o

Anonymous Coward

Dunno, I got a Honda as I heard all kind of terrible things about the less expensive Tesla cars.

Re: An example of a cognitive misfire :o

aerogems

I thought Xitler fired the Tesla PR department.

Re: An example of a cognitive misfire :o

MachDiamond

"I thought Xitler fired the Tesla PR department."

He did and took on the role personally. The problem is that he isn't at the company that often and doesn't take calls.

Re: An example of a cognitive misfire :o

aerogems

So you're saying that Xitler has started trolling El Reg?

mark l 2

Tesla has been over valued for a long time, on share price they are worth more than several big car combined yet sell a fraction of the vehicles that those other companies do. Eventually the bubble was going to burst on the Tesla share price once all the none die hard Musk / Tesla fans realised the cars are actually pretty shoddily built for something your paying £40k to £130k for.

Elon Musk's $56 billion Tesla pay package

Howard Sway

Funny how the amount is suspiciously close to what was paid to take over a certain social media company and then trash it. Tesla shareholders will no doubt be pleased to be subsidising his adventures there.

I must follow the people. Am I not their leader? -Benjamin Disraeli