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Elon Musk not entitled to $55 billion Tesla pay package, judge rules in shareholder lawsuit

Musk is considering whether to move Tesla's state of incorporation from Delaware to Texas, where its physical headquarters are located, following the ruling.

Published: January 31, 2024 9:24am

Elon Musk is not entitled to a record-breaking $55 billion compensation package from Tesla's board of directors, a Delaware judge ruled in a lawsuit brought by a shareholder in the vehicle manufacturer.

Delaware Chancellor Kathaleen McCormick issued the decision Tuesday nullifying the largest corporate American pay package more than five years after a shareholder filed a lawsuit against Tesla CEO Musk and the company's directors, The Associated Press reported. 

The lawsuit was filed after Musk agreed in 2018 to spend the next decade working as Tesla's CEO or executive chairman and chief product officer in exchange for 20.3 million stock options that had an estimated value at the time of about $55 billion, according to Axios.

It is unclear whether Musk will appeal the decision, but Tesla's board may be forced to determine a new compensation proposal for him. 

Following the decision, Musk made multiple posts on X, formerly Twitter, about potentially moving Tesla's incorporation to Texas, where its headquarters are located, from Delaware, which is a popular state for companies to be incorporated due to its tax benefits and well-established corporate legal system.

"Should Tesla change its state of incorporation to Texas, home of its physical headquarters?" Musk asked Tuesday evening in a poll on X. As of Wednesday morning, more than 87% of respondents said "Yes."

"Never incorporate your company in the state of Delaware," Musk wrote in another post Tuesday evening. 

Follow Madeleine Hubbard on X or Instagram.

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