Tesla asks shareholders to reinstate Musk's voided $56B pay package A Delaware court may have voided Elon Musk's $56 billion Tesla pay package in February, but now the board is asking shareholders to reinstate it. Tesla filed its 2024 proxy statement with the US Securities and Exchange Commission today that includes several shareholder proposals, most notably votes on restoring Musk's massive …
"Allowing the board to stuff their pockets mean less potential dividend for shareholders?"
Tesla does not pay a dividend and their prospectus states that they don't have any plans to pay a dividend in the future. It's more of a concern that money is flowing into the pockets of Elon's friends and family when announced products that have been pending for years aren't being completed. The company will not even accept reservation payments on the Semi anymore and has only delivered test articles to one outside company. I can imagine that Pepsi/Frito-Lay was pressuring Tesla to deliver or give them back the millions in deposits they put down years ago. The Roadster 2.0 hasn't moved forward in years. The Cybertruck is a novelty rather than a competitor at any level in the pickup market. The Model 2, which may or may not be cancelled, didn't have the appearance of being more than competition for the 3/Y rather than something that would draw in new buyers if the posted concept art was official and not fan-fiction.
Anyone who ponders this - whether one is about to take a CFA exam or not - should read the classic paper by Fisher Black [PDF] (of the Black-Scholes fame). The paper is brief and very readable indeed, even if you have no background in finance.
As Black points out, companies can buy shares back in lieu of paying dividends (or, of course, do both, or neither). Share buybacks have tax advantages in the US and probably in some other tax regimes, so many investors, and therefore many companies, now prefer them.
That's one way that a non-dividend-paying company rewards shareholders.
Another way is to wait for the stock price to hit a target and then split, which lets present investors sell some shares and take a profit while still holding some stock, or hold onto all their shares and potentially see more price gain because even though a split doesn't change capitalization, it may change market perception (particularly among small amateur investors) and increase demand for the stock.
Or present investors can simply assume the stock hasn't hit its ceiling price yet, and wait for the price to rise further before selling some or all of their holdings.
Personally, I like holding blue-chip dividend-paying (or share-buying-back) stocks as a substantial portion of my portfolio, but that's partly to do with where I am relative to my ostensible retirement age (or ceasing to work for some other reason that doesn't involve civilization collapsing, such as ascending to my final form in order to defeat a major supervillain). But if I were younger and had spare capital I might chase some non-dividend stocks, in a small way, as a relatively high-risk, high-return investment.
"But the shareholders have to assume that the company will pay a dividend in the future or the company has no value."
Not necessarily. If you see a company that has lots of growth potential, you can invest in the stock expecting it to rise so you can sell it at a good profit later. What our family trust does is look for solid companies that make very boring products that are at the bottom of the production tree (nuts and bolts sort of stuff). Those companies are in a mature industry and there isn't likely going to be huge amounts of rise in their stock price. The ones we pick (or my mom picks since she's in charge) pay a reasonable and consistent dividend. Since the product or industry is typically very boring, there often isn't other companies raising a bunch of vulture capital to muscle in so the risk of our boring old company being pushed aside is low.
They aren't giving Musk $56 billion in cash, they are giving him $56 billion in shares. So it will dilute the value of the shares of everyone else to give Musk a bigger chunk of ownership. Given the performance of Tesla shares the past few years, and what the company is saying to expect in the next couple years, it hardly seems to justified to pay him 10x more than any CEO has ever been paid before.
But hey if the majority of shareholders want it, and vote it, the rest have nothing to complain about because that's how corporate governance works. They should vote with their feet and sell them if they don't like the way the board is compensating Musk, or think handing Musk even greater control over Tesla is a good idea.
I'm just curious, Musk holds a huge number of Tesla shares, as do the board members, musk's family, and friends.
Surely there is a conflict of interest if any of them get to vote on giving him such a substantial pay packet...
Then again we are talking America, we're corporations and the rich can do what they want, so...
"But hey if the majority of shareholders want it, and vote it, the rest have nothing to complain about because that's how corporate governance works. "
As long as they tell the shareholders everything they should know before being asked to vote on it. That was the issue that the judge cited as the reason for nullifying the stock awards. The judge did comment that she thought it was an outrageous amount of money, but that wasn't the basis for the ruling.
Tesla should issue Elon a time card and pay him by the hour when he shows up for work. Punching out for naps and breaks just like everybody else with a supervisor that checks that he's working and not just diddling on social media. I could certainly push my El Reg commentarding off to the weekends if I was being paid $1,000/hour for work. ($2.1mn/year).
I found this:
"As of April 2024 Tesla has a market cap of $495.07 Billion."
So he is only asking for roughly 12% of market cap for 6 years of work in a company employing (not for much longer) 140000 people. Sounds reasonable for a hard worker spending much time at X, Space-X, neuralink..., not?
Besides, I also found this:
"Tesla total assets for the quarter ending December 31, 2023 were $106.618B, a 29.49% increase year-over-year."
So he is only asking for over half of Tesla's own assets. Very reasonable for his hard work.., not?
Asking a $56B pay package for Elon, days after stating that they / he need(s) to lay off 10% of the 140000 employees.
That's 14000 employees in need to be laid off, versus 1 super rich CEO in need to be paid sufficiently well to reward him for past efforts.
14'000 * 4'000'000 = 56'000'000'000 or 14000 times 4M = 56B
I somewhere read Elon said laying so many people off is one of the things he dislikes most. How many years could each of them be employed with 4M?
Well, the answer to that is obvious. The boards and C-suite occupants of major US corporations form an obvious and visible plutocracy. That's why you see the same people sitting on multiple boards, executives of one company on another company's board, disgraced former execs on boards, and so on. It's a club, and clubbers are going to club.
The difference in the US versus some other countries is that there's no cultural imperative against it (now; prior to the Gilded Age, while being a large agricultural landowner was considered respectable, there was a strong animus in the US against industrial magnates who displayed a lot of wealth), so there's little social pressure to limit officer and board member compensation,1 and a corresponding lack of regulatory pressure.
1Occasional populist movements like Occupy Wall Street notwithstanding, particularly since in recent decades the Right has proven far more adept at populism, even if they can't exercise even a smidgen of control over the result.
"I somewhere read Elon said laying so many people off is one of the things he dislikes most."
If you go back to the numerous times he's done it before, he's quoted as calling it "clearing out the dead wood" and similar sorts of things. He certainly didn't agonize over who to let go at Twitter after he bought it. Classically, he fired everybody in one office that had the ability to access the card entry systems. You'd think that if if bothered him so much, he would have spent more time on who was getting the old heave-ho and who needed to be kept on the roles.
"He has several wives and a Twitter to support"
And a herd of newts. I also suspect that there's more kids fathered by him that aren't publicly known and he's on record as saying he wants to contribute to more. Gack. A poster child for why a Fertility Board and licensing might turn out to be a good idea. As much as Elon thinks of himself, he's no Carlos Wu.
When you literally just laid off 10% (at least) of your workforce*, citing issues with Cybertruck manufacturing issues, slowing demand, and increased competition, why in holy fuck would anyone think now is a good time to pay the CEO more? He's clearly been driving** the company into the ground because he's been so focused on being a right-wing troll on Xitter. Even if he weren't spending inordinate amounts of time being a tech bro wannabe fuckwit on Xitter, he has so many different business interests he's barely what you could call a part-time employee at any of them.
If anything, this is a time when the board and shareholders should be delivering an ultimatum: Divest yourself from all your other business interests, so your sole focus is on Tesla, or we'll divest you from Tesla and find someone who's willing to put in the time and effort to try to right the ship you have left rudderless. Frankly, IMO, given the rampant racism, sexism, and even sexual assault that takes place in Tesla factories, and the fact that Xitler has done exactly nothing to put a stop to it, the increased legal liability he's exposed the company to is plenty of reason to dump his ass to the curb.**
* A lot of employees found out they'd been laid off when they tried to get into the building on Monday and their badges didn't work. The "lucky" ones were rounded up by security as they got off a shuttle bus and put on another bus to take them back to their cars.
** Happy coincidence
The sole reason they want to move to Texas is so that they can say, "Fuck that!" to those pesky regulators who keep putting up barriers to business and punishing hard-working arsehole CEO's.
As for Musk's financial position, he'll probably just buy a shitload of cheap crypto next week, post on Twatter, "WankCoin is the best crypto going!" so the Musk disciples also 'invest' and the price skyrockets, before dumping the lot three days later to make a few billion bucks.
"He's not the messiah, he's a very naughty boy complete arsehole."
I'm sure they'll come to find out that Texas has some of the highest taxes around. They just nickel and dime the shit out of you in a lot of oblique ways instead of being up front about it with things like income tax. Of course you have a corrupt AF AG who will act like your own personal corporate attorney as long as you say the right things on social media, so there's that.
The move to Texas might end up hurting them.
Delaware has a LOT of case law so your lawyers have a good guess at what the answer is going to be before going to court. Texas is going to be roulette.
Delaware is small enough that the value of having companies registered there is a major source of income, the Switzerland of the US corporate world, and so no other local industry is able to sway them. Telsa, do you think Texas Oil and Gas companies are going to have any local influence on decisions handed out to a EV company?
Then there's politics, if a certain interestingly hued individual doesn't like you then ....
I wonder if it ends up hurting perfectly good Texas companies. If companies move to Texas to take advantage of a MAGA-friendly administration, are all companies registered in Texas going to be assumed to be doing it for political favors? Is it going to be the equivalent of your leaking oil tanker being registered in Liberia ?
I'm too lazy to google it, but didn't Xitler throw a major tantrum a few years back because a lot of red states, like Texas, were preventing the direct sale method Xitler wanted to use? They were forcing Tesla to create some kind of dealership network, and throwing up various other regulatory obstacles to try and make it as difficult as possible to buy an EV in the state. Who knew all you had to do was start being a racist, antisemitic, and xenophobic troll to win the hearts and minds of conservatives in the US? Aside from Trump.
"If anything, this is a time when the board and shareholders should be delivering an ultimatum: Divest yourself from all your other business interests, so your sole focus is on Tesla, or we'll divest you from Tesla"
The judge that rescinded Elon's bonus package commented on how beholden the people on the Tesla board are to Elon. Elon is the one that buttered their bread and they owe him. So many "news" articles are also incorrectly saying the judge thought the amount was too much and that's why she cancelled it when the problem, that can be read for oneself in the decision, is serious problems with the information that was given to shareholders to vote on and how some of the first milestones that triggered stock payouts would have happened if they brought Ham the chimp back to life and put him in the corner office. The company was already well on track to hit those numbers.
What I was thinking when all of this kicked off was that the rewards were based on stock price, not profits, not tangible value. Plenty of executives have played games with stock price pumps over the ages to the detriment of the company they were supposed to be managing for the stockholders (owners). To set up a series of very serious rewards for that behavior should be criminal. It's also Elon that wrote the compensation proposal, not the board who are said to have rubber-stamped it without pushing back at all.
WHY would stockholders want Musk to concentrate 100% on Tesla ?
Cant believe how many morons in America actually believe that corporate leadership actually contributes too any company.
Musk is not an engineer or any kind, he couldnt design a paper cup let alone a car. He is not making positive contributions and never has to Tesla from an engineering perspective.
North Korea has the cult of Kim, America has the cult of CEOs, where Americans are truely brainwashed into believeing they can score 9 holes in one in one round and more.
"WHY would stockholders want Musk to concentrate 100% on Tesla ?"
Presumably, they think that it's his leadership that makes the company what it is and want value for money. It could also be a ploy that since he isn't there, he shouldn't be paid so much knowing that he's bored with cars and would never give up xitting to put in a honest day's work and can be "let go".
Tesla is long past the point where it needs professional management and people that understand the automotive industry (and business in general). The latest stock drop might be a blip, but it could also be an indication that Tesla will start being evaluated for the sort of industry that they are in, cars. In a mature, low-margin industry, playing fast and loose is highly dangerous. Like a lot of industries, you just have to go with the flow since it's a big river and no one company or person is going to divert its course.
"Tesla is already worth trillions"
Worth is not the correct word to use. They have a market capitalization (market cap) of hundreds of billions which is the number of outstanding shares multiplied by the number on the Wall Street Casino big board. If you closed the doors and auctioned off the assets, that would be what Tesla is "worth".
I still have some custom machinery I designed and built when I had a manufacturing company. What it's worth falls into a huge bracket, but it would come down to what somebody will offer for it or more likely what the materials are worth as scrap if I took those things apart. The cost that I had to put in the capital asset column was what it cost to build regardless of whether it had any open market value when It was completed.
Whilst I would rather the Elongated Muskrat be paid 56 billion pineapples so that he can shove them up his backside, I do disagree with the judge on this one.
I think we are starting to give shareholders too much protection, we have gotten so used to limited liability that we don't even see it as the massive privilege that it is. I think that if the shareholder appointed board of directors agree a contract with with somebody then it should be binding, I don't care if there was improper conduct or bribes paid. The only recourse that shareholders should have is to sue the directors who signed it.
"The only recourse that shareholders should have is to sue the directors who signed it."
The directors do spend time in court testifying about how poorly they do their jobs to the point where they don't have insurance for it anymore.
The judge determined that the vote for the Elon authored pay package was null and void as the board lied by omission. The shareholders weren't given all of the known information they needed at the time to properly evaluate the agreement. Since the Tesla BoD is mainly friends and family of Elon, he also has undue influence over them, they didn't negotiate what Elon handed them and just rubber-stamped it and put it to a shareholder vote. This really should have been adjudicated years ago, but the legal system is mired in slow. If the current shareholders are all still massive "Elon walks on water" sorts of people, full disclosure of the facts shouldn't hamper him getting his pay reinstated. Whether the company can pay it and remain in business will be another matter.
He had to have known what the schedule was for this board vote, surely he could have held off making that decision for one more quarter so it wouldn't happen on the eve of him asking for the largest pay package (by far) in corporate history? I would suggest holding off on the vote but clearly he needs that to happen as quickly as possible, as Tesla's financial results this year look to get even worse, and it will be more difficult to get it passed the longer he waits.
I suppose he may know this makes him look bad but simply not care what anyone else thinks because he believes he is the only person in the world who matters.
Stocks tend to go up when firms that are not in real trouble announce large lay offs, because investors see that as a sign margins will go up in the near future. CEO's "brave enough" to do large lay offs are awarded for that. So his timing may be well planned and perfect to ask for so much money.
"A lot of employees found out they'd been laid off when they tried to get into the building on Monday and their badges didn't work. "
He hates doing this sort of thing so much that he can't even give these people the courtesy of informing them before they come in to work. Corbin Dallas got a written dismissal and a free lunch.
I'm wondering if the clause in the purchase contract for the Cybertruck to stop you selling it within the first year of ownership is not to prevent you flipping it for a quick profit, but to force you to keep it for a whole year because Tesla know that after three or four months of owning one you will have realised that is actually very impractical, nowhere near as good as you thought it would be, and a complete pain in the arse to live with.
"and a complete pain in the arse to live with."
That's until you find out that it's not a vehicle but a mobile food prep machine. I was watching a review where it was demonstrated that the motorized hood can chop through 4-5 carrots quite handily and that's after you use the edge of the door to give them a good peel. If you are a musician, you might find inspiration for new compositions within all of the squeaks and rattles you hear while driving along. Addressing these issues is why it can take other manufacturers years to release a wholly new model. Perhaps having software updates that can just be broadcast is giving them too much leeway when they decide to release something. In days past, car companies made sure that everything worked so there wouldn't be requirements that people had to take their cars to the dealer for updates and fixes.
Yes. Preconfigured to shoot off the very distant future (in time for lights out for our sun. :) and no way to recharge the capacitor (with "fluxes"? :) hoping of course Musk test drives it first (with the Orange Floridan and most of the US SC in the back for the triffecta.)
At almost any other company, he would have already. He would have been out on his ass long ago. Splitting time between one other company... maybe, but not like 5 others, and basically no independent board of directors would ever put up with a CEO promoting pro-nazi statements, making antisemitic comments, running pump and dump grifts, and just being a general twat. That would be enough to get basically any other CEO booted in record speed, and maybe even without the golden parachute. Any CEO subject to robust board oversight (you know, how it's supposed to work) would have been searching the want ads for a new job within the week after the fallout from that "funding secured" tweet. Any other company would also not look kindly upon the CEO diverting resources from the company to one of their private ventures. There's a word for that kind of behavior: embezzlement.
“Part of the reason Tesla is doing relatively poorly has been tied directly to Musk's mercurial personality and penchant for courting controversy.”
People buy cars based on the price and reliability of the vehicle. The relentless snarking against Musk in the media is to do with him being not-on-board with the Washington Swamp. They ramped it up after he bought Xitter.
“The Tesla Model Y is #1 again in the electric vehicle market. Registrations were up 63% year over year (YoY) in January, to over a million units. China’s market was the main driver of growth.”
>People buy cars based on the price and reliability of the vehicle.
So all Porsche drivers have one for their daily commute around the Nurbergring?
Buyers of RangeRovers, G-Wagons, Cayennes and Lamborghini-WTF-are-we-building-an-suv all chose them as the most cost effective method of transporting a 5year old 2miles school in central London?
People buy new cars 99.9% for the image.
The set of people who want an EV and the set of people who love and admire Musk do not intersect.
The set of people who love and admire Musk, drive a truck and want an EV version that doesn't look like an F150 isn't huge either.
It's like VW deciding to cash in on the hippie popularity of the Beatle by producing a commemorative 1930s edition with Swastikas
Go back to when musk took over Tesla and he was the Media Darling, Tech Saviour of the world, bringing this new EV technology* (I think he borrowed the Reality Distortion Field from Apple at the time) to the world.
And a lot of people bought Teslas back then, based on Musk and his pronouncements. That was still true going back maybe 5 years.
And then he went bat shit crazy... The stupid rescue Sub, the Paedo Guy comments, the smoking pot on a live stream, the various crypto shit, and then finally the screwed up takeover of Twitter, followed by a continual stream of controversial tweets (sometimes bordering on illegal - "funding secured!").
Musk is no longer the Media Darling, nor the worlds Tech Saviour. In fact, the people who are now most looking at EV tech, are likely the same people looking at musk, and going "ewww...". People like that are not going to buy a Tesla (and these days, there are a ton of alternative options). The people who support Musk in his controversial bollocks, are also the people who have zero interest in an EV.
So Musk the man, did probably help Tesla shift a huge number of units in the beginning, that they probably didnt deserve to shift. Now though, I'd suggest that he's personality is actively hurting the company. They'd be much better off ditching him, but we all know that's not going to happen when he owns so many of the shares...
"People like that are not going to buy a Tesla (and these days, there are a ton of alternative options)."
I was just dipping into Bjorn Nyland's videos last night and he's reviewed a bunch of EV's from makers I've never heard of or seen. The US has very limited EV models to choose from and they are mainly luxury priced and too large for my needs. Perhaps it's my Scottish roots that prevent me from wanting to drive a tank (and spend loads of money on petrol). I was hopeful VW would bring the ID.3 to the US, but they opted to build the larger ID.4 instead which put them out of the running for me. Even the Aussies get better EV choices.
"They'd be much better off ditching him, but we all know that's not going to happen when he owns so many of the shares..."
Since he sold off so many shares to toss on the Twitter bonfire, he's in a weaker position. With the recent drop in stock price, he may also have to do some more liquidation/surrenders so his creditors don't 'accelerate' his loans and lines of credit.
《So all Porsche drivers have one for their daily commute around the Nurbergring?
......
It's like VW deciding to cash in on the hippie popularity of the Beatle by producing a commemorative 1930s edition with Swastikas》
Beginning and ending with Ferdinand Porche :) who apart from being a rather naughty chap in Hitler's Germany was much earlier involved in the first electric hybrids and EVs Lohner-Porche
Perhaps given his apparent politcal leanings, Musk is aspiring to the same two oak leaves.
Tesla has been over valued for a long time, on share price they are worth more than several big car combined yet sell a fraction of the vehicles that those other companies do. Eventually the bubble was going to burst on the Tesla share price once all the none die hard Musk / Tesla fans realised the cars are actually pretty shoddily built for something your paying £40k to £130k for.
He can have his $56b but it has to be in the form of new equity in the Tesla company.
If shareholders really think he's worth it they won't object. If he's really worth it, everyone will get what they want. And if he's a posturing egotist about to deflate like a bad soufflé, they can all lose their fictitious wealth together.
At my office we have some publicly available chargers and it's been interesting to see what brands turn up.
Initially it was mainly Teslas but over time it has shifted and Kias and Polestars dominate with the occasional Jag.
Sometime we get idiots who think we don't notice they're just plugged in but are not using the charger in order to get free parking (and block the charger for drivers who want to use it) - every time that'll be a Tesla.
"no one is worth that much money."
If somebody came up with a reaction-less space drive, they could be worth that much. That Elon bought his way into Tesla rather than being a founder with the original vision makes him less than worthy of the amount. If he was "all that", he could have started his own EV company based on designs he came up with. Oh yeah, he's not an engineer and has a spotty business record.
It could just be the EV market is saturated. Everyone who is going to buy one has bought one.
Or it could be potential customers are turned off by the subscription model applied to vehicle 'ownership'.
Musk's personality just makes it worse, but it hardly the only factor.
Tesla were the first to market which gave them an initial advantage but those days are long gone.
Almost every car builder now has electric options which are all better than the offerings from Tesla.
Tesla has barely updated their initial models and having a build quality last seen in Friday shift Austin Allegros has not helped - Musk's toxic personality is just the icing on the cake.
"It could just be the EV market is saturated. Everyone who is going to buy one has bought one."
The EV market is saturated with highly optioned and expensive vehicles. In the US, nobody is selling a basic vehicle that happens to have a BEV drive train. Is the Bolt on or off again?
I'd love to see a cost breakdown on all of the "features" being put on cars. I don't need folding wing mirrors, a glass roof, a foot-waving rear hatch, driver assistance/lane keeping, ad nauseum. How much could I save if I could delete all of that? How much mass would that delete?
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