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Wow, I really did not expect them to approve Elon's 2018 stock award. Does voting for it have any advantages for other share holders?



I should probably look this up somewhere on the net, but here goes anyway: What was the basis for Elon not receiving his stock award?

As I understand it, he and the stock holders made an agreement some years ago, that entitled Elon to a certain amount depending on how the stock performed. It turns out the stock performed really well, entitling Elon him to a really, really big bonus. I get that this is somewhat weird given that people are being fired and that Tesla is currently not able to sell their cars at the same rate as they are being produced. But is this enough to withhold the bonus? Are there some aspects of the agreement that Elon did not adhere to? From my point of view it looks like Elon was simply able to make a really good deal with the shareholders.


A judge found that the bonus was awarded basically by Elon to himself, so it was invalidated. Technically it was awarded by the board, but at a time when Elon had extreme control over them.


To quote from the judge's judgement:

https://courts.delaware.gov/Opinions/Download.aspx?id=359340

> Musk controlled only 21.9% of Tesla’s voting power, so he lacked mathematical voting control...

> Defendants sought to prove otherwise, and they generally contend that the stockholder vote was fully informed because the most important facts about the Grant—the economic terms—were disclosed...

Basically, the shareholders voted on the grant while having a full understanding of the economic terms. It was awarded by musk, to musk, with approval of the shareholders and (supposedly overly friendly) board.

It really makes it sound like the judge might have been wrong based on the sequence of events we have now, which is:

1. The shareholders approve a stock grant on economic terms

2. A judge says "If the shareholders knew everything, they wouldn't have approved that"

3. The shareholders, now knowing everything, approve it again despite it having almost no benefit now

That really really makes it sound like the shareholders did in fact want to approve it in 1, and so the information they didn't know wasn't all that important, was it?

I know it's a different set of shareholders then and now, but still...


> A judge says "If the shareholders knew everything, they wouldn't have approved that"

That's not what the judge said. It's more like "this award didn't follow the requirements for such an award for a corporation in Delaware". It doesn't at all depend on some prediction about what the shareholders would or wouldn't do in other hypothetical scenarios.


Tesla stocks have a lot of hype especially from Cathie of Ark. Nearly everywhere from spams to YT to FB, you have a lot of "ads" to promote Tesla. Anything EVs good news straight away related to "Tesla" even if it is about Toyota or BYD bad news, seems like Tesla getting credit instead. At current stage I am convince somekind of coordinated and multi layered pump and dump is happening. We are at the "pump" stage. Anyone doing a decent research will see Tesla has near no moat unlike Apple, Nvidia or Microsoft. No battery factory. No owning any lithium mine. No gpu productions. Factories depend heavily on China grace. High churn of employees. Solarcity gone. Autopilot rebranded as FSD which is not even reaching 3.0 after half a decade of promises. CyberTruck design are joke. Any trainees working in BMW or BYD can design a better CyberTruck. Gigafactory? Hahaha...you got a chance take a look BYD factories. Even Taobao warehouses will make Amazon warehouse look like medieval setup. There are Chinese factories that look more like Star Trek than ANY gigfactory. Just ride the hype part and make sure you do the dump earlier before the actual dump happening by the elites.


They get a 10% dilution, so you will probably see many lawsuits. Specially connected and within the institutional investors and funds, that changed their mind at the last minute. What made them change their mind at the last minute? Any promises of stakes on xAI?

Because Cathie Wood fund is a major shareholder, but has a stake on XAI, as she reluctantly admitted on CNBC.

From the case details below, even if it romanticizes a little bit the Tesla journey, while forgetting the more than 5 Billion in government subsidies, his companies received until 2015, is pretty clear there is no Corporate Governance at Tesla. At least not as you learn about when studying for a MBA :-)

The board and compensation committee are is long time friends, his accountant, his brother and so on. If Tesla shareholders are willing to invest in the company, it's their money. Delaware law exists to enforce shareholders protection for all shareholders, so they can continue to choose it as an ideal location to incorporate a company.

This case also raises serious issues of what real companies governance means, and specially in public companies. Not only for Tesla but for many other companies. Explains why in general, CEO and Board Level compensation, continues to raise at a pace that obfuscates the raises of normal workers.

It's governance by checklist. By it's not much different from a CEO, who would decide to blow 100 million on a Las Vegas party using corporate funds, or hire his family, under the the threat of leaving the company, or tanking the share price. If shareholders vote for it...

https://courts.delaware.gov/Opinions/Download.aspx?id=359340


> From the case details below, even if it romanticizes a little bit the Tesla journey, while forgetting the more than 5 Billion in government subsidies, his companies received until 2015, is pretty clear there is no Corporate Governance at Tesla. At least not as you learn about when studying for a MBA :-)

Why do government subsidies get brought up so often as if those alone are to credit for the success of Tesla and SpaceX. As if the other companies in the same space do not get them.


Because it is informative about his true intentions when he talks about going to Mars. He is not stupid enough to think that we currently have the capability of building a Mars colony that would be even remotely close to sustainable in the face of a global disaster on Earth.

Rather, it's quite obvious he's a modern day Ross Perot who has perfected billowing up his companies on the taxpayer dime. And a manned trip to Mars represents the fattest international contract the world has ever seen.

If he bamboozles the world into financing this interplanetary field trip, he's going to personally end up with a net worth in the trillions...


Because these companies simply would not exist without them?


Does anybody remember mega bailouts of 2008 still? There are so many companies that arguably won't exist without those. And that's only one example, there are massive subsidies, tax breaks, preferences, etc in a ton of industries. I mean, some think it's a good thing, it's helping - ok fine. But each time Musk is mentioned it's "oh he got subsidies" as if it were in any way unique and special. He's playing exactly the same game literally every other company is playing. You hate the game - fine, yoh like the game - fine, but you cannot honestly be ok with the game and single out Musk for playing it by the same rules as others do.


Without gov help Ford and GM would have gone bankrupt also. Not to mention the space industry entirely.


That doesn’t mean they’d have ceased to exist.

Likely shareholder equity would be wiped out and they’d reorganize. Isn’t the whole deal that investors get the upsides for taking the risks on the down?


For some shareholders it might be a matter of keeping their word.

Not sure if that holds a value for investors in publicly traded companies.


> For some shareholders it might be a matter of keeping their word.

Well...There is at least the 21% majority "funding secured" shareholder, to which keeping his word was not so important...


aren't have of those voting shareholders his cronies? or like literally his brother?


His brother owns 0.06% of the company.


Presumably, Elon would leave otherwise. Looks like the majority of tesla shareholders would like Elon to stay.


He already has left. He's a part-time CEO at best. Employees call him a pigeon CEO because "he comes in, shits all over us, and then leaves":

https://electrek.co/2024/04/22/elon-musk-pigeon-ceo-former-t...

The board seems to be working for Musk more than they're working for Tesla.


You can think of him whatever you want, but he's an investor money magnet like noone else. Everyone who owns stock of any company would want him. He could probably take over some fruit juice company and do nothing while it's valuation would still increase like crazy.


I was curious, so looked up Tesla’s stock price over the last few years. Seems like it’s had a rough ride since it’s all time high around late 2021.

Comparing today to just before the Twitter takeover, the Tesla valuation is majorly down. And this is adjusted for the stock splits.


I own stock in several companies. I would not want him anywhere near them. I have this weird desire to see them increase in value.


I own stocks of several companies and I definitely hope he stays as far away from them as possible. He is a man-child into alt-right and antivax conspiracy theories, this is toxic to any brand unless you are selling to the MAGA crowd.


The irony is, there are plenty of products and brands that absolutely would like to sell to the MAGA crowd, but you would not expect electric cars to be one of them, especially as their presidential candidate announced that he would ban them.


What if Musk is just pretending all this to sell to the MAGA people?

He has pretty much always supported democrats after all.


no he hasn't. like, he donates HEAVILY to anti-union causes and the GOP.


I really think people should stop saying "alt right" for anyone more conservative than Bernie Sanders. Alt right is an actual thing, and the trick of calling a mild thing an awful thing stopped working a few years ago.


Elon has retweeted things about The Great Replacement and anti-vax conspiracies. He is very much on the alt right, not "slightly right of Bernie Sanders".


Hard to know without citations what that means in practice. And retweets? I don't know. I like every YouTube video I watch regardless of whether I like it, so I know what I've watched.

Things that you could do accidentally with a thumbslip should only have a certain weight attached, and being quick to reach for a description that includes people who want Jewish people dead should be done cautiously.


> quick to reach for a description that includes people who want Jewish people dead

Never heard him being called Columbia University or Harvard student.


He did grow up with the original unexpurgated Ag Pleez Deddy *.

Not that's any excuse but that was how the twig was bent.

* Original being more or less contemporous with the novels Riotous Assembly and Indecent Exposure which lampooned the times.


> Everyone who owns stock of any company would want him.

Of course they would: from financing his own private vendettas (using Tesla to finance his Twitter acquisition) to rerouting GPUs ordered by Tesla to Twitter, who wouldn't want Musk to do that?


No, also that Elon can't sell those is a red herring. This enables him to sell other shares but keep control.


Yes, they get preferential treatment (chance to get in first) from Elon in other future IPOs.


And go on a factory tour with Elon https://x.com/Tesla/status/1795410566099374251?t=xICSqi-3l1p... some of it is so ridiculous that it's funny.


If you believe a significant amount of the stock value is due to Elon himself, and he's likely to leave the company if the stocks were not awarded it can make sense. So basically if current value - stock award > value without Elon.


But most with most of his net worth tied up in Tesla, that would tank his own net worth as well. I would call his bluff and see.


A fair strategy for new stock grants, but reneging on a agreement from years ago isn't the appropriate time to test your leverage.


I’m entirely unsurprised.

The deal was clear, the milestones were very high and it was done at a point in time when everyone expected Tesla was going to go bankrupt.

He basically got 10% of the increased value of Tesla. He created $450B in value, and got $45B.

Plus he can’t sell for 5 years.


He didn not create $ 450B in value. What does that even mean. Maybe he helped to create $ 450B of hype-dollars, but this is not real money, and for certain not "value". And let's not forget that the people doing the real, hard work are not seeing any of this "value" while he cashes real hard cash.


If he didn't create $450B in value, then his pay package isn't $56B as everyone is quoting. Those are valued in the same "hype-dollars."

The "He didn't do anything valuable anyway" and "His pay package is too valuable" arguments are in direct contradiction.


The market cap of a company is not real money. However, owning a significant share of the shares can help rich people get real money without any real downsides. For example, Musk (any most billionaires) use their stock as collateral and take out super low interest loans against that stock. They don't pay any income tax on this loan, since it's not income. On the contrary, they can deduct the interest rate payments from their tax bill.

This money they then use to buy property and other wealth. So, they make more money with not really their money (debt) and they use all tricks in the book to minimize their tax burden - which is much lower compared to (relatively speaking) low and middle class folks who earn most of their money through income and pay high income taxes.

So, you see, even though his pay package is in Tesla stock and its value therefore "not real", he uses it to get very real cash using it. In finance this is called "leverage".


Nobody pays ang income tax on loans, it's not unique to Musk. And loans need to be returned, usually.


In fact, things get rather bad when that money is realized at once. Hype is accurate.


AFAIK all employees have some stock options or RSUs, I knew someone doing customer support for them in europe and even for those roles you get some.


It's not about if they also have stock or not, it's about the humongous payment gap between employees and the top dog.


You said not seeing "any value". If you said it was very far apart I wouldn't have commented. But employees do benefit in a small part from the company growing.


Ok, not any value was of course hyperbole. But putting in comparison to the cash Musk gets, it's fair to say it's almost nothing.


I did a simple calculation just for the lolz:

In 2018, Tesla employed ~ 14800 people, 56 billion divided by 14800 = 3783783. So apparently in 2018, for every staff member he apparently added ~ $3.7 million dollars worth of value that he should be compensated for in the form of a bonus?

It's ridiculous.


Why do you assume that increased value comes purely from employees?

If Musk buys a robot that can weld a body 2x more efficient (installed and maintained by an external vendor), increasing the value of the company, which employee created that value?


He makes the 'real' decisions daily that the company succeeds or fails by. I guess we can play games all day of what 'real' is. Though 'real hard cash' is a crap store of value. Let's graph the value of the dollar versus the value of Tesla stock over 20 years.


The fact that top managers receive a ton of cash because they make "decisions" and "bear the responsible" is bullshit made up by billionaires to justify their ridiculousy high incomes and wealth. In fact, they don't give two shits about their responsibility - they cash in as much as they can for a few years, and if things go south, they jump ship to the next one.

Of course, Musk is not a typical career CEO. But still, he has a serious interest that his contribution to the path of Tesla is extremely overrated.


Market cap of the stock.


Sure, but the market cap of the stock doesn't mean that this is some kind of real money or value (using value in the sense of value for society etc., not "valuation of the company). It's fictional. If everyone tried to cash out, that market cap would go to zero faster than Musk can whip out his dick on his G-5.


If ever traded their USD for another asset the value of USD would fall to zero too.

Does that mean USD is not real money either?


You are projecting you own views and opinions on a metric and language that is completely standard in business and investing. You are free to do that but it will not make you win any arguments.




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