“The public vote…”
Like walking into a bar and asking everyone to vote “to drink” or “not to drink.” You know what the majority response will be. That’s an extremely biased sample for the vote.
The board is built of devotees who feel they owe Musk something. I can see an investor vote happening. Whether or not the results of the actual vote is in his favor is to be seen.
Part of the reason for dropping the pay package was that Musk and the board were proven to have deceived investors in order to secure their votes. Investors may not appreciate being treated that way and could vote against Musk’s desire to move to Texas.
This investor voted for the pay package and is feeling disenfranchised right now. If the class action lawyers, that are theoretically representing my interests, also walk away with billions (frankly anything more than a few token million, and I know that won't happen), are going to actually hammer my interests badly. Probably not badly enough to force me out of retirement, but now I have some doubt. H'mm - I wonder if the class lawyers can themselves be sued for harming the interests of their class? I'm sure not, even if they have and do.
I say this as somebody that is overwhelmingly against the larger trend in CEO compensation. The same year (maybe off by 1) that Elon's compensation was set this way, Bob Swan made $66M as CEO of Intel corp (I was an employee of the company then). Mr Swan being paid $66M as CEO of Intel was the straw that broke this camel's back and I steadily closed out all of my stock at that point. Its not that a CEO can't be worth that much heading up a large enterprise - it's that Mr Swan wasn't adding that level of value - I expect there were at least a dozen people in the world that the BoD could have hired in his place, most of them already working at the company as VPs of one sort or another, gotten comparable (or better) results, and paid them 1/3rd to 1/2 as much.
Meanwhile I voted for Elon's compensation package and I HOPED his compensation package would be worth $60B some day. All he had to do was >10x the company in 10 years - easy peasy! (not).
Critical difference between the two - Bob's pay and bonuses were structured in a way that he was able to apply some financial engineering to juice his bonus. The big deal I remember back then was Intel's balance sheet was pristine. Zero long term debt - huge annual capital budget and fully paid for out of profits (and cash flow).
Of course that's a bad way to run a business - so Intel started borrowing billions. What gets said publicly is that its to fund capital improvements and suchlike, but the dividend went up (more than it had been going up when paying it out of profits), buy backs went up (also more than they would have otherwise). From my point of view it looked like Intel was borrowing money for the purpose of increasing the share price by giving it to share holders. Of course Bob's bonus (and other execs) was more driven by the share price than by market cap, making acquisitions, borrowing money to increase the dividend and/or buy back stock, all legit mechanisms to increase value when value is measured by share price (or EPS, or other per-share measures of value). Generically, in my lexicon, financial engineering.
Elon could only juice his bonus by delivering actual market cap increases measured in multiples of the company market cap at that point in time. Anybody that concludes that the market cap increases were inevitable after that is cherry picking the available data. Tesla's increase in market cap to today's value was only inevitable in the way that any company that disrupts a gargantuan industry is inevitable - it isn't. Until some time later when it was obvious all along. The one minor possibility for financial engineering his way to success in that compensation play was some massive acquisitions, and that was foreclosed with an adjustment mechanism that at least neutralized the benefits of acquisitions.
It also leaves me wondering what is the statute of limitations on this sort of thing? For how long does Delaware reserve the right to reach back in time and nullify shareholder votes? In the extreme - do shareholder votes actually mean anything?
This is the main reason I asked my earlier question about actual differences between being incorporated in Delaware and Texas.
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