Musk Case Lays Blueprint for Companies to Safeguard Executive Pay

The blockbuster decision rescinding Elon Musk’s nearly $56 billion compensation plan at Tesla Inc. relates to an extraordinary amount of consideration paid to a superstar, billionaire CEO. But the case also offers important lessons for boards and compensation committees beyond the specific context.

In Tornetta v. Musk, the Delaware Court of Chancery issued a post-trial decision Jan. 30 ruling that the directors of Tesla breached their fiduciary duties when, in 2018, they adopted a $55.8 billion 10-year equity-based compensation plan for Musk, Tesla’s CEO. The plan was 250 times larger than the contemporaneous median peer compensation plan and over 33 times larger than the plan’s closest comparison (Musk’s prior compensation plan). READ MORE