A judge has officially approved a settlement in a case brought by Tesla shareholders against board members who will now have to return stock, cash, and give up on stock options worth a total of nearly $1 billion.
Let me start this article with a quote from Tesla CEO Elon Musk:
Tesla will never settle a case where we’re in the right, and never contest a case where we’re in the wrong.
Today, Chancellor Kathaleen McCormick approved a settlement agreement between Tesla and all its board members from 2017 to 2020 and the Police and Fire Retirement System of the City of Detroit on behalf of Tesla shareholders over what the shareholders believed to be excessive compensation.
The agreement was first reported in July 2023, but it is only now being officially approved and we learn a few more details.
Shareholders believed that members of Tesla’s board were compensating themselves excessively with hundreds of millions of dollars between 2017 and 2020 when the average compensation of a board member of a S&P500 company is just north of $300,000.
Under the settlement, the board members agree to return to Tesla $277 million in cash, $459 million in stock options and to forgo $184 million worth of stock options awarded for 2021-2023.
That adds up to nearly $1 billion.
The board members include Kimbal Musk, Elon’s brother, Brad Buss, Ira Ehrenpreis, Antonio Gracias, Stephen Jurvetson, all close friends of Elon Musk and people who have financial dealings with Musk outside of Tesla, Linda Johnson Rice, Kathleen Wilson-Thompson, Hiromichi Mizuno and Larry Ellison, the co-founder of Oracle Corp and also a close friend of Musk.
As part of the settlement, Tesla or the board does not admit to any wrongdoing.
Musk didn’t take compensation as part of the board, but he is embroiled in a similar case over his own $55 billion CEO compensation package, which was rescinded by the same judge after she found that it wasn’t negotiated or presented to shareholders in good faith.
The board members who received this “excessive compensation” also happened to be the one who “negotiated” Musk’s CEO compensation package.
The case is heading to the Delaware Supreme Court, as reported earlier today.