A Delaware judge has once again struck down a massive compensation package for Elon Musk, in what she called “a case about excessive compensation.”
Tesla shareholders voted in favor of a compensation package for CEO Elon Musk that could be as much as $56 billion, depending on various performance factors. The package was already shot down by Chancellor Kathaleen St. Jude McCormick, following a shareholder lawsuit that challenged the deal.
After shareholders voiced their support of the package once again, Chancellor McCormick reaffirmed her decision, according to AP News.
Chancellor McCormick Takes Aim At the Attorneys
In addition to shutting down Musk’s compensation package, Chancellor McCormick also denied a fee request by Musk and Tesla lawyers, in the amount of more than $5 billion in Tesla stock. Instead, the judge said the attorneys were owed $345 million.
“In a case about excessive compensation, that was a bold ask,” McCormick wrote.
“The fee award here must yield in this way, because $5.6 billion is a windfall no matter the methodology used to justify it,” McCormick continued. She added that the $345 million she granted was “an appropriate sum to reward a total victory.”
Questions of Control
The decision has raised multiple issues about who should be in control of corporate decisions, with Musk making clear he believes the judge is overreaching.
“Shareholders should control company votes, not judges,” he wrote on X.
Nonetheless, Chancellor McCormick defended her decision, saying that company’s directors lacked the freedom to make a responsible decision, given that Musk is the founder, CEO, and largest Tesla shareholder.
“The large and talented group of defense firms got creative with the ratification argument, but their unprecedented theories go against multiple strains of settled law,” McCormick wrote in her opinion.
“Even if a stockholder vote could have a ratifying effect, it could not do so here due to multiple, material misstatements in the proxy statement,” she added.