Discussion on answer by Nuclear Hoagie: What's the legal basis for a judge voiding Elon Musk's pay package?

Discussion on answer by Nuclear Hoagi

Imported from a comment discussion on https://law.stackexchange.com/questions/99292/whats-the-legal-basis-for-a-judge-voiding-elon-musks-pay-package/99294#99294
540d ago – user76284
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Feb 4, 2024 07:34
This would make sense to me if it weren't for the fact that the shareholders voted in favor of the pay package. This isn't a matter of a board determining the pay themselves; the shareholders were free to vote for or against. As I understand it, Musk and his brother recused themselves from the vote. Even assuming all the board members voted in favor, how much stock did they actually own? I have the impression it wasn't much. This page says currently 13% of Tesla stock is held by "insiders"; was it a much higher percentage in 2018?
Feb 4, 2024 07:34
In other words, the implication is that if the shareholders had known about the board's personal ties to Musk, they would've voted against the exact same pay package; they only voted for it because they thought the board was impartial. How would the board's ties to Musk, known or unknown, make a difference in votes when it's the same pay package either way?
Feb 4, 2024 07:34
@Tiercelet True, but whether this sort of thing is regularly prosecuted or not feeds into one's perception about whether the charges are politically motivated, particularly given that they were advanced by a single shareholder possessing exactly 9 of Tesla's 3 billion outstanding shares.
Feb 4, 2024 07:34
@NuclearHoagie ((I should have said higher factor, 2x isn't all that much)) - I don't think you will find very many candidates willing to grab 5% of stock growth if it jumps a lot in a year, but I see your point. There likely were other candidates that would be (much) cheaper than Musk. Shareholders should be given at least a vote - Musk with high compensation or someone else with much lower, not that the board of friends decided to have just Musk as the only option at the helm.
Feb 4, 2024 07:34
Tesla grew 900% in market capitalization in 6 years. Normal growth rates might be 77% in 6 years. One could argue that drastically higher growth rates would justify drastically higher pay. We could make the argument that some other CEO could have done the same job for less, but then the question becomes where are those people? If good CEOs are just something you can buy for the right price, then why is every large company not doing that? Sometimes you just can't get a particular skill set for any price.