Why was it a terrible compensation plan? Everyone was laughing at how impossible it was, and yet most of the milestones got hit and a lot of folks on this board got very wealthy on the back of that. Granted Musk took some of that wealth back with his antics, but if you look at the actual Tesla achievements during that time they were amazing
Was he assisted by Covid and short squeezes, FOMO, etc.? Yes, but that's not relevant IMO. Tough goals were set. Tough goals were met.
About 30% voted no.
From what I've read/seen and no matter how people feels about what compensation should be or how unlikely, a lot of the no votes originally and now is because it was excessive to begin with, no matter how unlikely it was back then. This is why the folks who voted no are voting no now. As I've mentioned before, no other CEO gets this type of comp plan nor do they have boards with this much lack of independence. That was the main gist of the case. You had a board who pushed through whatever the CEO wanted and no one to reign it in and there wasn't more clear/obvious disclosures.
You can list off every single company probably or comparable like NVDA, META, AAPL, just go through every one, those CEOS are all paid in the millions or never had anything similar to this.
As Musk has a massive stake already (probably 20%) back in 2018, the thought process is you don't need someone who is already massively wealthy or has a massive stake in a company to put himself above the other shareholder interests (vs. his own personal interest) ahead of everyone else. Even though there is that accounting thing, I assume there will be dilution since that just seems like common sense.
As for the folks who say you should just sell and leave, people are invested for different reasons and sorta why every country/debate is sorta messed up now. You don't like it, leave the state/country, black/white, 0/1, etc...Some investors may still like the upside/investment prospects, even if they don't agree with the compensation plan at all so they stay invested.
Even here, you don't like something, a negative poster, you should just sell and leave.