I've read through the court document. And it can be summarized thus:
- Musk controls the company. That's easy, he really does.
- As such, he has a fiduciary responsibility to all shareholders, especially including ones who aren't him or his close confederates.
- Fiduciary responsibility means that somebody/somebodies represent the shareholders interests. And, according to the judge, these interests are only corporate value and share value. Nothing Else.
- It's noted that Elon is trying to save the world: Seriously worried about AI taking over and destroying humanity. For that reason, he's trying to put (my words) a lifeboat and permanent settlement on Mars. Elon's not joking. Settling on Mars is expensive. Looks like Elon's convinced the board of all this. So, the board/Elon is putting serious money in Elon's pocket to fund the trip to Mars.
- The Judge's reaction to this: NOPE, NOPE, NOPE: Delaware Law Says Tesla company value and interests. Period.
- So, Elon's pay since the 2018 agreement is rescinded. That money for Mars? Not in the equation. The Judge's comment on pay issues: He's got Lots of Stock, if the Stock Goes Up In Value, Elon Gets More Money. That's all he's going to get.
It's not particularly
wrong of the judge to rule this way: He's following the law, that's his job.
As a final side note: This could all be "cured" by having comparisons with the size of other companies and the pay that their CEO's get. That, of course, would Reduce Elon's Pay, A Lot. And it does miss the point: Tesla is growing at the astounding rate that it is by Elon's managerial prowess, which is Truly Other.
The Law doesn't know about or recognize Truly Other CEO types, and so wants to bring everything down to some much smaller level.
Heh. On the trip to Mars front: What's it worth to a citizen of the Earth to have a bolt hole if the advent of true AI turns everything pear-shaped? In which case, shareholders would be wildly enthusiastic about showering Musk & Co. with money now to stave off extinction later. But that's not how the law is written.