Elon Musk is perilously close to an embarrassing defeat — this time, not from a shadowy government regulator or a woke mob, but from his own biggest supporters: Tesla shareholders.
On Thursday, shareholders will vote on whether to authorize a compensation package worth tens of billions of dollars after an earlier version was struck down in court early this year. If approved, Musk would go from earning about 13 percent of the company to more than 20 percent, an additional 304 million shares. But, with the value of the company down about 60 percent from its peak, and with Musk blowing his sales goals, Tesla’s shareholders are not lining up behind him with the kind of lockstep fanboy fervor you’d expect to see.
Up until this year, Musk pretty much thought he had this deal done. Back in 2018, Tesla’s shareholders had okayed the largest-ever CEO compensation plan in corporate America, some $56 billion worth of shares at its height, a figure that, by itself, would have made him the 24th-richest person on earth in today’s ranking. (It’s worth about $47 billion now.) But in January, the Chancery Court in Delaware, where Tesla is incorporated, struck it down. Chancellor Kathaleen McCormick called it “an unfathomable sum” but also found problems with how it all came about. The board, which includes Musk’s brother and close friend James Murdoch, apparently rubber-stamped the package and didn’t disclose that it was based on sales and stock-price metrics they figured Tesla would reach anyway.
Now, he is trying to get a do-over. It isn’t going well. Norway’s public investment fund, which owns about one percent of the company, said it would vote against it. So did a giant California pension, as did the two most influential proxy-voting firms, Glass Lewis and ISS, who often have significant sway over how Wall Street votes on corporate proposals. At least one analyst thinks Musk doesn’t have the votes.
Here’s everything we know about Musk’s pay package and what it means if he loses.
What is the pay package all about?
In March 2018, the board of Tesla set a dozen goals that tied Musk’s compensation to Tesla’s share price, as well as how much money the company generated. For instance, the most ambitious goal was getting Tesla to a market value of $650 billion — which he easily cleared, since the company’s peak value was about double that in November 2021. (At the time, it was worth less than a tenth of that.) Every milestone he reached, he got more stock options. At the time, the board tried to argue that it was a reasonable way to compensate Musk, since the pay was entirely based on his performance, and he wouldn’t take any salary. It was, essentially, an all-or-nothing deal to show how focused he was on making Tesla a giant.
Why did Tesla need to pay him that much money?
That depends on who you ask — and when.
“None of it is intended for dynastic wealth creation,” Musk told the New York Times in 2018. “I want to contribute as much as possible to humanity becoming a multi-planet species” — a goal, he added, that “obviously requires a certain amount of capital.” Musk has apparently changed his mind since then, endorsing the view that a larger stake in the company is not “motivated primarily by the wish to protect humanity” and is more about controlling how Tesla uses artificial intelligence.
The board’s reason — at least, its official stated reason — is that it was essentially a way to get Musk to focus on Tesla, since he split his time between so many companies. At first, it was “to build what is the world’s first vertically-integrated sustainable energy company, from generation to storage to consumption,” the company said in January 2021. After the pay package was challenged in court, the company conceded that it was trying to motivate Musk to spend more time on Tesla. “The Plan motivated Musk to focus his exceptional talents on Tesla when Musk’s future with Tesla was uncertain, especially given his other interests and opportunities,” the company reportedly said in court. (At the time, he had four companies; now, after buying Twitter and starting xAI, he has six.) A more recent letter from the Tesla chair says the package is explicitly “about retaining Elon’s attention and motivating him to focus on achieving astonishing growth for our company.”
To be clear, there’s nothing wrong with that. “Any CEO compensation package is meant to motivate the CEO. That’s the whole point,” says Ann M. Lipton, a business-law professor at Tulane University Law School. “You design compensation packages that are supposed to align the CEO’s incentives with producing whatever results you want. So if what you want is profits, then you create a compensation package that will motivate profits.”
But, wait, doesn’t Musk control Tesla’s board?
Yes — in fact, that’s one of the main questions the Delaware lawsuit hinged on. Chancellor McCormick found that the pay package was not, in fact, some decision made by an independent board, but a plan dreamed up by Musk and rammed through a board that was beholden to him. “In the final analysis, Musk launched a self-driving process, recalibrating the speed and direction along the way as he saw fit,” McCormick wrote in her decision striking down the pay package. “The process arrived at an unfair price. And through this litigation, the plaintiff requests a recall.”
Why is that judge’s name familiar?
Chancellor McCormick and Musk have some history together. The judge in the business court also oversaw Musk’s sprawling, bungled attempt to get out of buying Twitter at $44 billion back in 2022. (Musk lost.) He didn’t endear himself to the court then, either.
So Musk lost that entire pay package?
For now, but he will have the chance to appeal the decision after Chancellor McCormick issues her final decision and wraps up other legal odds and ends.
This shareholder vote is a redo, then?
Essentially. Tesla has framed the vote as a chance to fix the problems that McCormick identified in her decision around fairness and transparency, which would then, in theory, eventually lead to Musk getting his reward. “We do not agree with what the Delaware Court decided, and we do not think that what the Delaware Court said is how corporate law should or does work,” Tesla’s board wrote in its proxy statement. “So we are coming to you now so you can help fix this issue — which is a matter of fundamental fairness and respect to our CEO. You have the chance to reinstate your vote and make it count. We are asking you to make your voice heard — once again — by voting to approve ratification of Elon’s 2018 compensation plan.”
But even if it passes, it could end up being a waste of time. There is no precedent for this, Lipton says, and the vote may even muddy the waters about what Musk is ultimately trying to achieve. “The weird thing here is that this was a pay package that was designed to motivate him in 2018 with a specific set of goals in mind,” she says. “It is not clear what ratifying this post-hoc is motivating him to do.”
What will happen if he loses the shareholder vote?
Immediately, Musk’s net worth would fall by roughly 25 percent. (That would make him merely the 17th or so richest person in the world, according to Bloomberg.) It would also make his odds of prevailing against the Delaware courts more of a long shot, since he wouldn’t be able to argue that Chancellor McCormick was reversing the will of the shareholders.
And maybe he’ll leave Tesla. The board is essentially arguing that, if they don’t pay him more, he’s going to leave and spend more time at SpaceX, or X, or xAI. It could happen, but Musk isn’t exactly well known for following through on promises that don’t benefit him. Maybe he’ll personally dedicate himself to increasing the world population, since he talks about it so much (although that is increasingly getting him in trouble).
But some shareholders are more concerned with what will happen if he stays. Musk has said that he wants 25 percent of the company to effectively have oversight over its AI business, which is becoming increasingly important as its car sales drop off. “Stockholders cannot cast meaningful votes on Musk’s pay package while his threat hangs, like the sword of Damocles, over Tesla’s future, and thus their own,” according to an essay by Lucian Bebchuk, the director of Harvard’s school of corporate governance, and Robert Jackson, a former SEC commissioner who teaches at New York University’s law school.
“He’s allowed to demand more money from Tesla, and he absolutely is,” Lipton says. “He can demand whatever he wants to from Tesla. But what he arguably can’t demand — and the implication keeps coming forward — is that if he doesn’t get paid he will continue to work at Tesla, but mismanage it. And that’s where it crosses over into potentially coercive to shareholders, and that’s one of the arguments shareholders are making right now.”
