Elon Musk won reinstatement of his 2018 pay package as chief executive of Tesla Inc., after the Delaware Supreme Court reversed some findings of a judge who said the billionaire improperly influenced board members who formulated the record-breaking corporate compensation package.

The high court Friday concluded the world’s richest person is entitled to a stock-based compensation plan now valued at about $140 billion. When Tesla directors first authorized the payout, it was the biggest ever for a U.S. executive. It’s since been eclipsed by a separate plan that could be worth an additional $1 trillion for the Tesla chief executive officer if he hits future performance targets.

Musk’s 2018 compensation plan has been on hold after a single investor — who owned nine shares — successfully sued to block it in Delaware, where the electric carmaker was incorporated at the time. Tesla investors twice overwhelmingly voted to back the plan, which surged in value as the stock soared close to $500 a share from around $20 seven years ago.

In a unanimous ruling, the five justices on Delaware’s highest court said canceling the CEO’s entire payout improperly left “Musk uncompensated for his time and efforts over a period of six years.” However, they upheld the finding of a lower court judge that Tesla’s board was riven with conflicts of interest when it established the pay package for the company’s billionaire co-founder.

“While they overturned the ruling on damages, the decision still serves as a warning to corporate boards they better have a compensation process free from the kind of conflicts we saw in this case if they want it to pass muster,” said Charles Elson, a retired University of Delaware professor who founded the school’s Weinberg Center for Corporate Governance.

Delaware exit

The much-anticipated ruling wipes out some findings by Chancery Court Chief Judge Kathaleen St. J. McCormick. She ruled in January 2024 Tesla directors had too many ties to their CEO — who owns the largest stake in the company — to properly set his pay. Her decision drew the ire of corporate interests and Musk, who accused Delaware’s judges of taking an anti-business stance and unfairly putting the spotlight on controlling shareholders.

Musk has since launched a campaign to persuade other companies to yank their incorporations out of Delaware, the corporate home to more than 60% of Fortune 500 firms. Musk moved the incorporation of Tesla, Space X and his other companies to Texas and Nevada and has continued to harshly criticize McCormick and other Delaware judges as activists.

That prompted a change in Delaware law, with the support of new Governor Matt Meyer, a Democrat, making it harder to successfully sue corporate titans such as Musk in hopes of stemming the tide of companies yanking their incorporations out of the state. Critics said it wrongfully eased legal standards for reviews of insider deals. Delaware is the U.S.’ incorporation haven, the corporate home to more than 60% of Fortune 500 companies. It generates more than $2 billion annually in fees tied to such incorporations.

Greg Varallo, one of the lawyer’s for the Tesla shareholder who challenged Musk’s pay, said he’s considering what “next steps” his client could take in connection with the case. Lawyers for Tesla and its directors didn’t immediately return a request for comment on the court’s ruling.

In a post on his X social-media platform, Musk said he tries “not to start fights, but I finish them.”

In the 49-page ruling, Delaware’s justices concluded McCormick erred in determining that the remedy for the board conflicts was a complete rescission of Musk’s pay deal. That left the him without compensation for a half-dozen years of guiding the electric-carmaker, which experienced unprecedented growth during that period. “It is undisputed Musk fully performed under the 2018 grant, and Tesla and its stockholders were rewarded for his work,” the court reasoned.

From 2018 to 2024, Musk turned the electric-car maker into one of the world’s most-valuable and best-known companies. Musk has a net worth of around $643 billion, according to the Bloomberg Billionaires Index. “Musk’s prior compensation arrangements cannot solve the problem of awarding a remedy which deprives him” of the proper benefits of his efforts, the court found.

The justices also said that because lawyers for Tornetta, the investor who sued, didn’t offer an alternative remedy for the problems caused by the director conflicts, he deserved only “nominal damages.” They awarded him $1 and cut the legal fees McCormick awarded by more than $290 million, to no more than $54.5 million, according to the decision. Tornetta also could go back to McCormick to ask her to consider another remedy for the board’s breach of its legal duties to investors.

The board had been prepared with an alternative pay plan for Musk if the court had rejected his 2018 pay package. After Tesla moved its incorporation to Texas, directors in August created interim compensation for the CEO valued at $30 billion in stock, but only if he lost. That plan no longer applies.

To create even more incentives in the future, shareholders approved a stock-based plan Nov. 6 that could make him the first-ever trillionaire and expand his stake in Tesla to 25% or more over the next decade. To cash in, he’ll have to reach a host of performance targets at Tesla, including selling a million AI robots and getting a million self-driving robotaxis on the road.

The pressure of companies fleeing Delaware as their corporate homes “added to the political pressure” the state’s highest court faced when weighing Musk’s controversial pay plan, said Ann Lipton, a corporate law professor at the University of Colorado.

The case is In Re Tesla Inc. Derivative Litigation, No. 534, 2024, Delaware Supreme Court (Dover).

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