Tesla proposes $29B comp package for Elon Musk amid ‘AI talent war’

Tesla has introduced a proposed compensation package deal for CEO Elon Musk that might be value round $29 billion in shares, with the corporate citing the “ever-intensifying AI expertise struggle and Tesla’s place at a important inflection level” as causes for the payout.

The brand new plan can be put to a vote on the firm’s annual shareholder assembly, which is scheduled for November. It is going to even be solely voided if the Delaware Supreme Courtroom decides to overturn a choose’s January 2024 decision to strike down Musk’s 2018 compensation package deal due to the way it was negotiated behind the scenes.

Musk has threatened to cease engaged on AI and robotics at Tesla unless he gains more control over the company. These threats preceded what’s now a multi-million greenback expertise struggle among the many biggest companies in the artificial intelligence space, together with a rush of mergers and acquisitions. Musk has concurrently constructed up his personal AI firm outdoors Tesla referred to as xAI, which now owns X, his social media platform.

Tesla said Monday that its board of administrators fashioned a particular committee earlier this 12 months consisting of chairwoman Robyn Denholm and board member Kathleen Wilson-Thompson as a way to kind out a brand new package deal.

The award they in the end selected entails giving Musk 96 million shares that may vest in two years, offered that he “serve constantly in a senior management position at Tesla” throughout that time period and holds the inventory for 5 years. Not like Tesla’s earlier award to Musk, this new package deal doesn’t seem like tied to objectives like growing the corporate’s inventory value.

At Tesla’s Monday pre-market buying and selling value, that might be value round $29 billion. Musk must pay a $23.34-per-share buy value, bringing the entire present worth of the award to him to roughly $26.7 billion. Relying on how the Delaware Supreme Courtroom guidelines on Tesla’s attraction, the package deal could also be forfeited so “there can’t be any ‘double dip,’ in keeping with Tesla.

“Elon won’t be able to maintain this new award along with the choices he can be awarded below the 2018 CEO Efficiency Award ought to the courts rule in our favor,” the corporate wrote.

Tesla stated Musk and his brother Kimbal, who can also be a board member, recused themselves from the method of establishing this new compensation package deal. Musk’s involvement within the 2018 compensation package deal, which was value round $56 billion, was one of many causes why Delaware Chancery Courtroom choose chancellor Kathaleen McCormick decided to strike it down following a trial sparked by a shareholder lawsuit.

McCormick stated the method of making that 2018 plan was “deeply flawed” due to Musk’s enter and his deep connections to the folks on Tesla’s board. She additionally criticized that plan for not together with any phrases that might bind Musk to Tesla for “any set period of time” — a probable cause for the two-year pledge included within the new plan.

McCormick’s choice induced an uproar amongst Tesla’s largest followers and plenty of of its shareholders. It’s additionally what impressed the corporate to re-incorporate from Delaware to Texas, a state with fewer established shareholder protections written into its legal guidelines. Tesla went so far as holding a shareholder vote to “re-affirm” the pay package deal. However McCormick confirmed her decision in December 2024, saying the vote and Tesla’s authorized arguments had been “unprecedented theories [that] go in opposition to a number of strains of settled regulation.”