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Tesla Board Approves $29 Billion Interim Stock Award for Elon Musk Amidst Prior Compensation Dispute

2 months ago
5 min read
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Tesla Board Approves $29 Billion Interim Stock Award for Elon Musk Amidst Prior Compensation Dispute

Key Insights

  • Tesla's board has approved an interim stock award of 96 million shares for CEO Elon Musk, valued at approximately $29 billion.

  • This award is a provisional measure, contingent on Musk remaining in a key executive role and subject to the outcome of an ongoing legal dispute.

  • Musk will forfeit the new $29 billion award if a Delaware court ultimately approves his previously contested $56 billion pay package from 2018.

  • The decision, recommended by a special committee of independent directors, aims to provide compensation stability amidst the legal challenge to the prior agreement.

Tesla's board has approved an interim stock award for CEO Elon Musk, granting him 96 million restricted shares under the company’s 2019 Equity Incentive Plan. The award, valued at approximately $29 billion based on Friday's closing price of $302.63 per share, comes as the electric vehicle manufacturer navigates an ongoing legal dispute concerning Musk’s previously approved 2018 compensation package. This move underscores the board's efforts to address executive retention and performance incentives amidst governance challenges.

The decision, disclosed in a recent regulatory filing, follows a recommendation from a special committee comprising independent directors Robyn Denholm and Kathleen Wilson-Thompson. This committee was established earlier this year to evaluate compensation matters involving Musk. The shares are set to vest two years from now, contingent upon Musk retaining his role as CEO or another key executive position within the company. He will be required to pay $23.34 per share for the stock.

Crucially, this interim award is conditional. Should a Delaware court reverse its prior ruling and approve the estimated $56 billion pay package from 2018, which was initially struck down by a judge who deemed it excessive, Musk will forfeit the entirety of this new $29 billion award. The original 2018 package, approved by shareholders, has been the subject of intense scrutiny and legal challenge, raising questions about corporate governance and executive oversight at one of the world's most valuable automotive companies.

The board's action reflects a strategic attempt to provide a clear compensation framework for its chief executive while the legal uncertainties surrounding the 2018 agreement persist. This approach aims to mitigate potential disruptions to leadership stability and maintain focus on Tesla's ambitious production targets and technological advancements in the electric vehicle and energy storage sectors. The company's shares saw a modest gain of approximately 1% following the announcement, though they have experienced a nearly 25% decline year-to-date, reflecting broader market volatility and investor concerns.

This interim award highlights the complex landscape of executive compensation in high-growth technology companies, particularly those with a dominant founder figure. It also brings into focus the role of independent board members in balancing shareholder interests with the need to incentivize top-tier leadership. The outcome of the Delaware court's review of the 2018 package remains a critical determinant for Tesla's long-term executive compensation strategy and its implications for corporate governance standards across the industry.