Read the article. The board didn't even bother to get independent legal review, didn't do any diligence on the compensation relative to other executives, and then both made false statements in the proxy materials while also leaving out all of the disclosures that were needed.
As the article says, the situation reads like a manual on how NOT to set executive compensation. Thankfully in the USA, we don't just let it slide because "it worked out in the end." And in fact the Chancellor (judge) argues that it didn't work out in the end because one of the duties of a Board is to not pay more than they have to for executives, and there was no clear reason they needed to pay Musk even one dollar as he owned 25% of all stock at that point and they were paying him for stock price increases. He was already fully aligned with Tesla's success and a compensation package like this should only be used when that is not true. No additional compensation was needed at all, yet they agreed to a pay package 230X larger than the average CEO. They completely failed their duties.
Ironically, if Elon had let them do their jobs, they may have negotiated with him down to $20B and it would have stuck. Instead he had to bypass all of that to ramrod $60B, and now it's left him with nothing, because sometimes the process actually does work, and a punk rocker with 9 shares can take you down when you play fast and loose with the law.