Elon Musk's $1 trillion compensation package and the competition among states with lax corporate oversight regulations

Geoff ColvinBy Geoff ColvinSenior Editor-at-Large
Geoff ColvinSenior Editor-at-Large

Geoff Colvin is a senior editor-at-large at Coins2Day, covering leadership, globalization, wealth creation, the infotech revolution, and related issues.

Tesla CEO Elon Musk.
Tesla CEO Elon Musk.
Patrick T. Fallon—AFP
  • In today’s CEO Daily: Geoff Colvin on Elon Musk’s $1 trillion pay package.
  • The big story: Long delays at U.S. Airports as FAA reduces flight capacity amid shutdown.
  • The markets: It’s bad out there!
  • Plus: All the news and watercooler chat from Coins2Day.

Good morning. For Elon Musk, the Texas gambit seems to have worked—great news for Musk, bad news for shareholders of U.S. Companies.

TL;DR

  • Tesla shareholders approved Elon Musk's $1 trillion compensation package, potentially valued at $1 trillion.
  • A Delaware judge voided Musk's previous package, prompting states like Texas to offer more favorable corporate laws.
  • Texas law requires shareholders to own 3% of stock to sue, effectively insulating companies from accountability.
  • States are competing to attract corporations, risking a race to the bottom in corporate oversight regulations.

Shareholders at Tesla's annual gathering on Thursday approved a massive, unprecedented compensation plan for CEO Musk, potentially valuing his stock at $1 trillion over several years. This deal presents no downside for Musk, as the package's terms mean he has nothing to forfeit. However, the events leading up to this decision are concerning. 

In 2018, the Tesla board approved a decade-long compensation plan for Musk, potentially worth $55.8 billion if specific financial goals were met over ten years, setting a new benchmark for CEO compensation at the time. A Tesla shareholder filed a lawsuit against Musk and the board, alleging a breach of fiduciary responsibilities. Following extensive legal proceedings, a Delaware judge ruled against Tesla and Musk, voiding the compensation package. This decision raised concerns among other corporations about Delaware's suitability for incorporation. In response, Delaware enacted legislation in March to enhance its appeal, prompting Texas to introduce an even more favorable law. A significant aspect of the Texas law is that lawsuits against companies, similar to the Delaware case, can only be initiated by shareholders possessing at least 3% of the company's stock. Musk is the sole individual holding over 3% of Tesla's shares. This summer, Tesla relocated its incorporation from Delaware to Texas, where its board subsequently presented Musk with a new, substantial compensation offer.

Supporters of the pay package, which apparently received 75% of the shareholder votes at the meeting, will argue that it aligns management and shareholder interests (to get the trillion-dollar payout, Musk must meet a series of milestones, including boosting Tesla’s market cap to $8.5 trillion from its current $1.5 trillion). But what’s good for corporations and management is not always good for shareholders, and rules like the Texas 3% threshold insulate companies from accountability—they whittle away shareholder protections, such as the right for any shareholder to sue a company. And in doing so, they minimize the judiciary’s role in overseeing corporate conduct, weakening the system that has built the extraordinary U.S. Economy.

The fight to attract big corporations is heating up as states hope to take away some of the incorporation fees and the business litigation that bring Delaware some $2.2 billion annually. Nevada is on its way; Dropbox and TripAdvisor are among those that have reincorporated there since last year. Oklahoma Gov. Kevin Stitt has said, “I’m trying to take down Delaware.” Competition is good. The danger is that as states vie to become corporations’ legal homes, the competition risks becoming a race to the bottom.—Geoff Colvin

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CEO Daily is compiled and edited by Joey Abrams and Jim Edwards.

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