Musk 2018 Tesla Pay Plan Reinstated After Seven-Year Legal Fight
- by Bloomberg | Latest And Live Business
- Dec 20, 2025
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20 Dec 2025, 07:29 AM IST
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Elon Musk won reinstatement of his 2018 pay package as chief executive of Tesla Inc., after the Delaware Supreme Court reversed some findings of a judge who said the billionaire improperly influenced board members who formulated the record-breaking corporate compensation package.
The high court Friday concluded the worldâs richest person is entitled to a stock-based compensation plan now valued at about $140 billion. When Tesla directors first authorized the payout, it was the biggest ever for a US executive. Itâs since been eclipsed by a separate plan that could be worth an additional $1 trillion for the Tesla chief executive officer if he hits future performance targets.
Muskâs 2018 compensation plan has been on hold after a single investor â who owned nine shares â successfully sued to block it in Delaware, where the electric carmaker was incorporated at the time. Tesla investors twice overwhelmingly voted to back the plan, which surged in value as the stock soared close to $500 a share from around $20 seven years ago.
In a unanimous ruling, the five justices on Delawareâs highest court said canceling the CEOâs entire payout improperly left âMusk uncompensated for his time and efforts over a period of six years.â However, they upheld the finding of a lower court judge that Teslaâs board was riven with conflicts of interest when it established the pay package for the companyâs billionaire co-founder.
âWhile they overturned the ruling on damages, the decision still serves as a warning to corporate boards they better have a compensation process free from the kind of conflicts we saw in this case if they want it to pass muster,â said Charles Elson, a retired University of Delaware professor who founded the schoolâs Weinberg Center for Corporate Governance.
Delaware Exit
The much-anticipated ruling wipes out some findings by Chancery Court Chief Judge Kathaleen St. J. McCormick. She ruled in January 2024 Tesla directors had too many ties to their CEO â who owns the largest stake in the company â to properly set his pay. Her decision drew the ire of corporate interests and Musk, who accused Delawareâs judges of taking an anti-business stance and unfairly putting the spotlight on controlling shareholders.
Musk has since launched a campaign to persuade other companies to yank their incorporations out of Delaware, the corporate home to more than 60% of Fortune 500 firms. Musk moved the incorporation of Tesla, Space X and his other companies to Texas and Nevada and has continued to harshly criticize McCormick and other Delaware judges as activists.
That prompted a change in Delaware law, with the support of new Governor Matt Meyer, a Democrat, making it harder to successfully sue corporate titans such as Musk in hopes of stemming the tide of companies yanking their incorporations out of the state. Critics said it wrongfully eased legal standards for reviews of insider deals. Delaware is the USâ incorporation haven, the corporate home to more than 60% of Fortune 500 companies. It generates more than $2 billion annually in fees tied to such incorporations.
Greg Varallo, one of the lawyerâs for the Tesla shareholder who challenged Muskâs pay, said heâs considering what ânext stepsâ his client could take in connection with the case. Lawyers for Tesla and its directors didnât immediately return a request for comment on the courtâs ruling.
In a post on his X social-media platform, Musk said he tries ânot to start fights, but I finish them.â
I try not to start fights, but I do finish them
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