Tesla rewards CEO Elon Musk with massive, restricted stock package

Tesla has rewarded CEO Elon Musk with a massive, restricted stock package that equates to about $29 billion in shares in an effort to retain him as the head of the company.

It is also a package that aims to reward Musk for leading numerous Tesla projects that have brought billions in value for shareholders over the past seven years. After his 2018 pay package was rejected by a Delaware Chancery Court, Musk started to question his future at the company.

This move, performed by a Special Committee of the Tesla Board, should retain him for several years.

BREAKING: Tesla has announced that its Board has unanimously approved a recommendation from the Special Committee of the Board to grant Elon an award of restricted stock equal to approximately one-third of the compensation he earned under the 2018 CEO Performance Award.

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On Monday morning, Tesla shared on X that it had approved a recommendation from a Special Committee comprised of Board Chair Robyn Denholm and fellow board member Kathleen Wilson-Thompson. It aimed to compensate Musk for his “extraordinary work” and reward him after not receiving “meaningful compensation” for the last eight years.

The post stated that “Tesla is committed to honoring its promises in the 2018 CEO Performance Award and intends to compensate its CEO for his future services commensurate with his contributions to our company and shareholders, we have recommended this award as a first step, ‘good faith’ payment to Elon.”

The award includes the following:

96 million restricted shares of stock, subject to Elon paying a purchase price upon meeting a two-year vesting term, to be delivered after receipt of antitrust regulatory approval
The purchase price will be equal to the split-adjusted exercise price of the stock options awarded to Elon under the 2018 CEO Performance Award ($23.34 per share)
A requirement that Elon serve continuously in a senior leadership role at Tesla during the two-year vesting term
A pledging allowance to cover tax payments or the purchase price
A mandatory holding period of five years from the grant date, except to cover tax payments or the purchase price (with any sales for such purposes to be conducted through an orderly disposition in coordination with Tesla); and
If the Delaware courts fully reinstate the 2018 CEO Performance Award, this interim award will be forfeited or returned or a portion of the 2018 CEO Performance Award will be forfeited. To put it simply, there cannot be any “double dip.” Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award, should the courts rule in our favor

The board added:

“The Special Committee believes now is the right time to take decisive action to recognize the extraordinary value that Elon created for Tesla shareholders. As such, the Board (with Elon and Kimbal Musk recusing themselves) has unanimously approved a recommendation from the Special Committee of the Board to grant Elon an award of restricted stock equal to approximately one-third of the compensation he earned under the 2018 CEO Performance Award.”

Musk and his brother, Kimbal, are both members of the Tesla board. However, both Musk brothers recused themselves from any voting on this pay package.

The move comes as Musk has hinted on several occasions that he is concerned about his control of the company. His current stake in Tesla stands at about 12.8 percent. He has said a few times he would be more comfortable with a 25 percent stake to protect himself against “activist shareholders.”

He commented on it during the Q2 Earnings Call in late July:

“That is a major concern for me, as I’ve mentioned in the past. I hope that is addressed at the upcoming shareholders’ meeting. But, yeah, it is a big deal. I want to find that I’ve got so little control that I can easily be ousted by activist shareholders after having built this army of humanoid robots. I think my control over Tesla, Inc. should be enough to ensure that it goes in a good direction, but not so much control that I can’t be thrown out if I go crazy.”

The pay package should alleviate any concerns that Tesla would lose Musk as its CEO. Retaining him is perhaps the biggest step in ensuring consistent progress is made on several fronts, including AI and Robotics.

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