A judge in the US state of Delaware has annulled a $55.8bn (£44bn) pay deal awarded to Elon Musk in 2018 by the electric car company Tesla.
The lawsuit was filed by a shareholder who argued that it was an overpayment.
Judge Kathaleen McCormick called the compensation “an unfathomable sum” that was not fair to shareholders and said the process leading to the package being approved was “deeply flawed”.
She ruled the contract should be cancelled.
The pay deal, decided back in 2018, was the biggest ever in US corporate history, helping to make Mr Musk the richest person in the world. Bloomberg and Forbes estimated his net worth to be between $198bn (£162bn) and $220bn (£180bn), in November 2023.
Tesla’s package tied Mr Musk’s compensation to performance targets, such as Tesla’s share price and profitability. He does not receive a salary.
But Tesla shareholder Richard Tornetta launched legal action calling for the award to be rescinded, arguing the tycoon had been overpaid.
Following years of legal argument, a week-long trial commenced in November 2022 where Tesla directors argued the huge pay award was designed to ensure that Mr Musk, one of the world’s most dynamic entrepreneurs continued to dedicate his attention to the company.
But in her 201-page ruling released on Tuesday, Judge McCormick said that Tesla directors had been “swept up by the rhetoric” surrounding Mr Musk’s “superstar appeal”.
Moreover, Mr Musk had “extensive ties” with the Tesla officials tasked with negotiating the pay award. She cited his 15-year relationship with the compensation committee chair, Ira Ehrenpreis.
Mr Musk also had business relations with another compensation committee member Antonio Gracia dating back more than 20 years, the judge said.
Following the release of the ruling, Greg Varallo, an attorney for the Tesla shareholder Mr Tornetta, said it was a “good day for the good guys,” in an email reported by the Reuters news agency.
In a post on X, formerly known as Twitter, Mr Musk said: “Never incorporate your company in the state of Delaware”.
“I recommend incorporating in Nevada or Texas if you prefer shareholders to decide matters”,” he added. He then posted a poll asking his followers whether or not Tesla should “change its state of incorporation to Texas, home of its physical headquarters”.
The judge’s ruling can be appealed to the Delaware Supreme Court.
Shares in Tesla were down by around 2.5% in extended New York trade. They have lost more than 20% of their value so far this year.
As well as being the chief executive and a major shareholder of Tesla, Mr Musk also owns several other companies including the social media platform X, the rocket company SpaceX, and the brain chip firm Neuralink.
After selling a large chunk of his stake in Tesla to buy X, Mr Musk currently owns about 13% of the electric carmaker but has recently said he wants a bigger stake in the firm.
When Tesla put forward Mr Musk’s original 10-year pay package in 2018, it attracted widespread public attention. Several shareholder advisory groups recommended voting against the plan, saying it was overly generous.
The package was six times bigger than the salaries of America’s top 200 chief executives combined in 2021, according to research firm Equilar.
Brian Quinn, a professor at Boston College Law School, told the BBC it was “hard to justify a transaction like this”, given Mr Musk’s influence over the board.
“He treats Tesla like his own but even if he calls himself the ‘Techno-king of Tesla’, he is not the majority owner,” Prof Quinn added.
Mr Musk has also said he is concerned about Tesla’s investments in artificial intelligence (AI) technology.
“I am uncomfortable growing Tesla to be a leader in AI and robotics without having 25% voting control,” he said in a social media post.
He said the current shareholder structure makes Tesla vulnerable to a “takeover by dubious interests” and he wants more control over its direction.
“Unless that is the case, I would prefer to build products outside of Tesla,” Mr Musk added.
BBC