Musk testifies in Tesla compensation package lawsuit
Tesla CEO Elon Musk took the witness stand Wednesday to defend himself in a shareholder lawsuit challenging a compensation package he was awarded by the company’s board of directors that is potentially worth more than $55 billion.
Musk denied that he dictated terms of the compensation package or attended any meetings at which the plan was discussed by the board, its compensation committee, or a working group that helped develop it.
“I was entirely focused on the execution of the company,” he said.
Plaintiff’s attorney Greg Varallo spent much of his cross-examination trying to draw Musk into admitting that he controls Tesla to such an extent that he can sway the board to do his bidding. Among other things, Varallo questioned Musk about his title of “Technoking,” a role that Musk has previously noted comes with “panache” and “great dance moves.”
“I think comedy is legal,” Musk told Varallo, who had questioned whether Musk was “stone-cold sober” when he came up with the title.
Varallo also suggested that one of the reasons that Musk developed a “master plan” for Tesla was to let people know he was in charge. He also noted that Musk makes recommendations regarding compensation for senior executives, and that he unilaterally made the decision to pause Tesla’s policy of accepting bitcoin from vehicle purchasers.
“You’re asking complex questions that can’t be answered ‘yes’ or ‘no’,” Musk said when Varallo asked whether he came up with the vision for Tesla.
Varallo also questioned Musk about how he splits his time among Tesla and his other companies, including SpaceX and Twitter.
Musk said he never intended to be CEO of Tesla, and that he didn’t want to be chief executive of any other companies either, preferring to see himself as an engineer instead. Musk also said he expects an organizational restructuring of Twitter to be completed in the next week or so.
“Are we in the Tesla trial or the Twitter trial?” Musk wondered at one point, casting a quick glance at Chancellor Kathaleen St. Jude McCormick. McCormick also presided over a lawsuit that Twitter filed against Musk earlier this year to force him to carry through with his agreement to acquire the social media giant. McCormick dismissed that suit this week after Musk completed the deal, subsequently declaring himself to be “Chief Twit.”
Musk also downplayed the notion that his friendships with certain Tesla board members, including sometimes vacationing together, mean that they were likely to do his bidding. He said vacation was perhaps too strong a word for such time he spent with directors.
“For me, it was email with a view,” he said.
The Tesla lawsuit alleges that the performance-based stock option grant was negotiated by the compensation committee and approved by Tesla board members who had conflicts interest due to personal and professional ties to Musk, including investments in his companies. It also alleges the shareholder vote approving the compensation plan was based on a misleading proxy statement.
The shareholder plaintiff alleges that the proxy wrongly described members of the compensation committee as “independent,” and characterized all of the milestones that triggered vesting in the stock options as “stretch” goals meant to be difficult to achieve, even though internal projections indicated that three operational milestones were likely to be achieved within 18 months of the stockholder vote.
Attorneys for the defendants have noted that two institutional proxy advising firms that urged shareholders to reject the plan nevertheless noted that it would require “significant and perhaps historic achievements” and require growth that “appear stretching by any benchmark.”
The plan called for Musk to reap billions if Tesla hit certain market capitalization and operational milestones. For each incidence of simultaneously meeting a market cap milestone and an operational milestone, Musk, who owned about 22% of Tesla when the plan was approved, would get stock equal to 1% of outstanding shares at the time of the grant. His interest in the company would grow to about 28% if the company’s market capitalization grew by $600 billion.
Each milestone in the plan includes growing Tesla’s market capitalization by $50 billion and meeting aggressive revenue and pretax profit growth targets. Musk would receive the full benefit of the pay plan, $55.8 billion, only if Tesla hit a market capitalization of $650 billion and unprecedented revenue and earnings within a decade.
To date, Tesla has achieved all 12 of the market capitalization milestones and 11 operational milestones, resulting in the vesting of 11 of the grant’s 12 tranches and providing Musk over $52.4 billion in stock option gains, according to the lawsuit. Since the grant was awarded, Tesla’s market capitalization has increased from $59 billion to more than $613 billion now, having briefly hit $1 trillion early this year. Musk has sold Tesla stock to finance the Twitter purchase, adding downward pressure on the shares.