Elon Musk’s $56 Billion Tesla Pay Under Review in Delaware Court

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A lot of business — and the attendant court cases — flow through Delaware, and it looks like the CEO of Tesla and “Chief Twit” at Twitter Elon Musk spent some time there Wednesday.


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Elon Musk at a Tesla event in 2015.

The world’s richest man acquired Twitter in late October after getting sued by the company in Delaware’s Chancery Court to make him go through with the deal. Now, the same court — and the same judge as the Twitter case, Kathaleen St. J. McCormick — is hearing a different case related to Musk.

Musk testified on Wednesday related to issues raised about his executive compensation, particularly as to whether he was devoted enough on Tesla to receive that large of an amount of money.

“I was completely focused” on running Tesla, he said, per the Associated Press.

The lawsuit that started the court case was filed by Tesla shareholder Richard Tornetta, who claims that Musk’s board-approved compensation package from 2018 was excessive and breached the board’s duties to shareholders. Further, the suit claims Musk has too much on his plate to pull a compensation package that can go up to a value of over $50 billion, per TechCrunch.

The legal documents call it “the largest compensation grant in human history,” the outlet noted.

Tesla and Twitter are both incorporated in Delaware, as are most very large businesses, due to the state’s tax benefits. This is why both cases will be in the state’s Chancery Court. It has “unique competence,” in the nitty-gritty of business law.

The trial will last about a week, and Judge McCormick will probably issue a ruling within a few months, according to the New York Times.

What is the Tesla lawsuit about?

Musk’s compensation (stock options, salaries, and bonuses) as CEO of Tesla (going back to 2009) was pegged to performance, as noted in the 2019 pre-trial opinion from Joseph R. Slights III, who was formerly vice chancellor of the Court of Chancery. (McCormick took over the case from Slights.)

After Tesla met the goals outlined in past compensation packages, the board created a new one for Musk and voted to approve it in January 2018.

The new package set a series of 12 performance goals, and corresponding groups of stocks, related to Tesla’s ability to increase its market capitalization, as well as revenue and earnings. Upon hitting those goals “corresponding to each tranche of the Award, options held by Musk representing 1% of Tesla’s current total outstanding shares will vest,” Slights wrote.

This means that Musk would earn the equivalent of 1% of the company’s total outstanding shares. If he met all of those goals, Slights added, the maximum value of the total stock grant is $55.8 billion. The company has met 11 out of 12 so far, per TechCrunch.

Tornetta sued in 2019 saying that the package was too large and did not motivate Musk to focus on Tesla versus his other ventures. Musk, of course, is a busy man. He is the listed CEO of Tesla and SpaceX and now Twitter, at least in the interim.

Related: Elon Musk’s Twitter Mass Layoffs Have Begun: ‘Has The Red Wedding Started?

Musk’s legal team has said that a one-of-a-kind, high-powered CEO deserves a high-impact compensation package.

“The plan designed and approved by the board was not a typical pay package intended to compensate the ordinary executive for overseeing the day-to-day operations of a mature company,” a Musk attorney, Evan Chesler, wrote in a filing, per Bloomberg Law. “That is because Musk is not the typical CEO.”

On that topic: In court, attorney for the plantiffs, Greg Varallo, asked Musk about his title at Tesla, “Technoking.”

“I think comedy is legal,” Musk answered the attorney. Varallo also asked questions about how he manages to run his various companies, from Twitter to SpaceX.

The multi-billionaire CEO told Varallo being the leaders of any of these companies was not really the plan and that he likes to be more of an engineer, the AP reported.

Musk said that he had at one point debated leaving Tesla. Board member later Antonio Gracias later Wednesday said that it was too hard to find a replacement, per the Times.

“We needed him all the way in, all the time,” Gracias said.

The lawsuit claimed that because Musk is friends with board members including Ira Ehrenpreis and James Murdoch, he generally exerts too much influence over it — despite recusing himself and his brother Kimbal from the compensation discussion — and the decision was not fair, according to TechCrunch.

When he testified Wednesday, Musk claimed that the vacations he’s been on with some of the board members were not super intimate.

“For me, it was email with a view,” he told the court. Gracias affirmed in his testimony that he has vacationed with Musk.

The question of whether or not there was a conflict of interest is part of why the Slights initially denied Musk’s attempt to dismiss the suit. Typically, the court would leave executive compensation up to a company, and “this court’s earnest deference to board determinations relating to executive compensation does not jibe with our reflexive suspicion when a board transacts with a controlling stockholder,” Slights wrote in the 2019 opinion.

Whether to not Musk was operating as a controlling stakeholder (Musk owns the largest stake in Tesla but not the majority, leaving it up for debate) will likely come up again as McCormick hears the case, one expert told Bloomberg Law.

Generally speaking, “this has the potential to be a very important case from an executive compensation standpoint,” business law professor at the University of Pennsylvania Jill Fisch told the outlet.

“It won’t get the attention the Musk-Twitter case got from the general public, but it’s still important,” she said.

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