Top Tweets for #TeslaBOD
Seeing this daily... Hope everyone ensures their Sentry is working perfectly. ๐ #Tesla $TSLA #BrandDamage #TeslaBOD #Musk
https://t.co/32YW47LfhD
#TeslaBrandDamage is real. I personally see it everywhere. In the oddest places. And before you cite 'politics' - nope. Nothing to do with that. #BrandDamage $TSLA #TeslaBOD
โWere talking about the Cybertruck & I think a lot of the hate is because of him & I'm in this weird predicament.."
#BrandDamage is real & this shouldn't be happening to ANY company, esp to #Tesla.
#iJustine #TeslaBOD @ElonMusk @LarsMoravy @woodhaus2
https://t.co/vnjigQ0tCJ
When you just HAVE TO let your horribleness freak flag fly Publicly. Lovely. Way to go. #BrandDamage $TSLA #Tesla @MartinViecha #TeslaBOD
I missed this. #Tesla Board #RobynDenholm dumped 93,706 shares of $TSLA #TeslaBOD. What is that? Around 20 Million?
@DoctorJack16 Tesla Chairwoman Robyn Denholm UNLOADS 93,706 shares of Tesla stock.
I voted for Elon Musk to get his $55 billion CEO compensation plan at Tesla.
But there's a lot of confusion among the reactions to the judge's decision to rescind the Elon's compensation plan.
The main things I hear from $TSLA shareholders are that "I voted for the plan", "the plan was successful for Elon, Tesla, and shareholders", and "I don't feel like I was misled by Tesla or Elon about this comp plan".
These arguments can appear valid, and Elon is retweeting/replying to them like crazy right now. He is in full propaganda mode, trying to push the narrative that the judge is taking away the shareholders' right to decide for themselves, but it's not as simple as that. Hear me out.
I can see how this argument is attractive and believe me, I sympathize. I voted for the plan myself. And I think that there might be an outcome to this that could make everyone happy. So before you dismiss me, a Tesla shareholder, as an Elon hater, please hear me out.
It's a complicated situation, and I think that most people who are simply jumping to Elon's defense have simply not read the judge's decision. I know it's long, but if you have any interest in this, and especially if you want to comment on this, I suggest you read it first. It includes a full chronology of the "negotiation" of the plan with an in-depth background based on testimonies and depositions from everyone involved. It's undoubtedly a great look at how the biggest CEO compensation plan of all time came to be and while I see Elon coming down hard on the judge/Delaware, I don't see him disputing the facts in it.
To summarize, it's not as simple as "is the package fair or unfair" or even "did Elon deserve the package". He very well might have. Tesla achieved incredible things under Elon's leadership. I'm the first to admit it, and despite all the hate McCormick is getting from Elon fans, she also admits it.
The problems that led to this litigation are more about governance, and I know this is a controversial issue at Tesla. Look, there's no hiding it. Elon didn't want Tesla to be a public company. He said it several times. He would prefer it to be private, but it's not. For better or worse, it's a public company and it has to be governed as such.
Elon saved Tesla from death several times, but $TSLA shareholders also saved Tesla. Tesla would have been dead without its strong base of shareholders, and they are due proper governance at Tesla.
Proper governance is the basis of a modern public company, and Tesla has always played fast and loose with the relationships between its shareholders, boards of directors, and executives. Now, it's biting them in the ass.
So, how does it relate to this lawsuit?
Yes, Tesla shareholders voted 80% for this $55 billion comp package. 20% of shareholders voted against this compensation plan. Many people want to stop the issue there.
They made that decision based on the recommendation of "the Independent Members of Teslaโs Board of Directors" in this proxy statement: https://t.co/4GWOEYJ2df
Now, make no mistake. Tesla's board sold the plan to shareholders in that proxy statement. They said things like:
"In crafting this award, we were mindful of Elonโs existing stock ownership levels and the strong belief that the best outcome for our stockholders is for Elon to continue leading the company over the long-term. We created the award after more than six months of careful analysis with a leading independent compensation consultant as well as discussions with Elon, who along with Kimbal otherwise recused themselves from the Board process."
At the core of the case, the judge had to decide whether or not those shareholders had all the correct information about this plan. If they hadn't, they would have been misled and would have potentially voted differently.
Now, you might be Elon's biggest fan right now and might be thinking: "I don't care if the information wasn't perfectly accurate, I don't feel like I was misled and I would have voted for it anyway."
That's fine. I don't mind that. I don't wan't to speak for her, but Judge McCormick probably doesn't care either. The thing is that maybe other shareholders would have felt differently about it, and you don't speak for them. It could have changed their vote. It's as simple as that.
You cannot misled or lie to your investors in a public company.
Now, what was misleading? At the core of it, the judge deemed the board members not to be independent. In short, that would make the entire proxy statement misleading as it is presented as coming from the independent members of the board.
After testimonies and depositions from everyone involved, the judge described the problematic relationships like this:
"The process leading to the approval of Muskโs compensation plan was deeply flawed. Musk had extensive ties with the persons tasked with negotiating on Teslaโs behalf. He had a 15-year relationship with the compensation committee chair, Ira Ehrenpreis. The other compensation committee member placed on the working group, Antonio Gracias, had business relationships with Musk dating back over 20 years, as well as the sort of personal relationship that had him vacationing with Muskโs family on a regular basis. The working group included management members who were beholden to Musk, such as General Counsel Todd Maron who was Muskโs former divorce attorney and whose admiration for Musk moved him to tears during his deposition. In fact, Maron was a primary gobetween Musk and the committee, and it is unclear on whose side Maron viewed himself. Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron."
For more details, I strongly suggest you read the entire decision. It includes a full chronology of the "negotiations": https://t.co/fZT14kveQF
It clearly shows that the board operated as a proxy for Elon. The only correct governance guideline they followed was for Elon and his brother to recuse from the board meetings when discussing the compensation package, but they completely overlook the fact that the chair of the compensation committee was a close friend of both Elon and Kimbal, same for Gracias, who was also on the committee, and they all had personal financial dealings together outside of Tesla. They clearly were not independent.
The only person on the compensation committee who can be considered independent was Denholm, but she was also getting a nice compensation package that made her a very rich woman. So she played ball. Now she is Tesla's chairwoman.
Now, in any decent public company, these conflicts should have never existed in the first place, but at the very least, it should have been communicated to shareholders. They failed to do that.
Again, I know that maybe none of that changes anything for you. Maybe you would have voted the same way knowing that Elon/his team was instrumental in crafting the whole comp plan and he was "negotiating" not with "independent board members" but with friends that he had long-time business dealings with even outside of Tesla.
I knew most of that, and I voted for it. I didn't know the depth in which Elon/Maron were involved in the process, but I knew that Tesla's board was far from independent.
But maybe some of that information would have affected other shareholders, and they would have voted differently.
Based on that, I have to agree with the judge. The vote was not valid.
What now? Maybe Elon could still get his package?
The guy already wasted most of it on a way overpriced Twitter. It would be a shame for him to have to give it back ๐คฃ.
But seriously, now that the information is out there, make sure it gets distributed to the shareholders and have them vote on it again. I'd be curious to see the results. It might even pass again. I wouldn't be shocked.
The bigger thing to come out of this is that Tesla has a governance problem. It needs an independent board that believes in Tesla's mission but who are not old friends of Elon. We need people who can rein him in when needed. Elon has been an incredible force for Tesla and he can still be, but as @KoGuanLeo says, he is running Tesla like a family business. While that might be appealing to some, you simply cannot do that in a public company. If Elon thinks he is above that, he shouldn't be an officer at Tesla. Learn to live with it, play by the rules, or move on.
Exactly, like what @elonmusk did to tsla value destruction, with twitter purchase, share sale poll, rmaga conspiracy theorists enabler? @elonmusk @tesla @MartinViecha #tesla #tsla @TeslaLisa @TSLAFanMtl
๐ฅ @davidfaber shouldโve asked @elonmusk: ok sure. you can say anything you want on Twitter. but what happens to Zach, Drew, or other executives who do the same thing? what if they tweet their politics? What if Drew tweets: โWoke Mind virus is bullshitโ ๐คท๐ปโโ๏ธ๐ฅด
THIS @elonmusk #BrandDamage is real & it's not OK. Sick of hearing stories of people swearing off buying a #Tesla because of your Tweets/boostings.
I personally know 2 & 1 has been wanting a Tesla badly for 3+ years. Won't touch one now. $TSLA @Tesla #TeslaBOD
@iliketeslas @28delayslater If Elon held himself to the same standard he holds his employees, he would have fired himself long time ago.
Never forget:
If I came across $3,400 in cash on the sidewalk, I *might* bend over to pick it up. #JustSaying #TeslaBOD $TSLA
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