56 亿美元的一揽子计划被取消后，埃隆·马斯克 (Elon Musk) 的特斯拉薪酬会发生什么变化？很复杂 - Autoblog

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特拉华州法院驳回后伊隆马斯克周二，56 亿美元的薪酬方案特斯拉首席执行官和被视为受制于他的董事会必须找到一种方法来谈判替代合同。没那么简单。

这一裁决刺激了投资者，他们多年来一直对特斯拉董事会的独立性表示担忧。这对马斯克来说可能是一个转折点，他最近表示，如果他不通过新的薪酬方案将特斯拉的控制权提升到 25%，他对将特斯拉转变为人工智能领导者感到不安。

“This throws Tesla into a complete sort of tailspin from an executive perspective,” said Tesla shareholder Ross Gerber, who said the court decision essentially required new independent board members who would provide CEO oversight. “Then it gets real messy because Elon — it’s either his way or the highway,” said Gerber, who last year publicly considered a board run as an independent.

马斯克尚未透露他将做什么，但几乎肯定会上诉。特斯拉股价周三下跌约 1%。

首先，如果裁决成立，马斯克将必须归还他所得到的东西。他已经履行了2018年的合同条款，并获得了12批价值约51亿美元的期权。

据《福布斯》报道，周三马斯克的身价为 184 亿美元，财务状况复杂，包括使用股票作为抵押品的贷款。薪酬研究公司 Equilar 表示，公开文件并未显示他是否接受过任何由期权支持的贷款。他还没有行使将其转为股票的选择权，因此放弃自己的收入在技术上可能并不困难。

Deciding what to replace the package with will be a difficult process, since it is unclear who will bargain on Tesla’s side. The judge who threw out the package called it an “unfathomable sum” that was unfair to shareholders and questioned the board’s independence.

Equilar estimated in 2022 that Musk’s package was around six times larger than the combined pay of the 200 highest-paid executives in 2021.

特拉华州法官凯瑟琳·麦考密克表示，许多被特斯拉贴上独立标签的现任董事会董事，包括詹姆斯·默多克、董事长罗宾·丹霍姆和艾拉·埃伦普雷斯，在薪酬决定上表现出缺乏独立性。

Denholm 和 Ehrenpreis 以及凯瑟琳·威尔逊·汤普森 (Kathleen Wilson-Thompson) 都是特斯拉薪酬委员会的成员，后者在股东批准薪酬方案后于 2018 年底加入董事会。

“They’re going to have to refresh the board. I mean, he may not like it, but it’s going to be very hard to run this company as it did,” said Charles Elson, director of the University of Delaware’s corporate governance center.

Musk could decide to leave, he added, but in doing so he would torpedo the value of the 13% stake he holds, independent of the pay package. Even before Tesla has announced this year’s annual meeting, several shareholders already are promoting resolutions to give investors more control by moving to annual director elections and eliminating a supermajority voting requirement.

In a court hearing leading up to Tuesday’s ruling, an attorney for the shareholder who brought the case against Musk told the court that there was precedent for Tesla compensating Musk for past performance, but it had to be reasonable and go through the usual processes that the judge found were missing from the 2018 negotiations.

McCormick questioned if any pay for Musk was necessary, given his fortune swelled along with Tesla’s success, given his stake in the company.

“There are many examples of visionaries with large pre-existing equity holdings foregoing compensation entirely: Zuckerberg, Bezos, Gates, and others so familiar to the world that no first names are required,” McCormick wrote.

马斯克在任何谈判中都有良好的记录。

特斯拉股市 value was $53 billion when Musk’s package was approved in 2018. It was a money-losing enterprise, struggling to accelerate production of its 型号3 sedan. That was when Musk famously described Tesla as being in “production hell.”

到 2021 年，现已实现盈利，经受住了大流行的考验并推出了型号Y small SUV, Tesla’s market value reached $1.2 trillion. That became the world’s second 最畅销的汽车或者去年的SUV， 汽车和司机 估计。

Tesla’s valuation has fallen to around $600 billion, but still is more than 10 times what it was when the process began, and the company is still worth more than most auto industry veterans, combined.