Brief series of events: Jan 2018: Tesla announces bold new long-term performance award for Elon Musk, a 100% at-risk performance award which ensures that he will be compensated only if Tesla and all of its shareholders do extraordinarily well. Hitting the top market cap milestone would require a 10x in the stock. Jan 2018: The media laughs at these goals, stating "experts would contend are laughably impossible and would make Tesla one of the five largest companies in the United States, based on current valuations." March 2018: 73% of all $TSLA shareholders approve Elon's new long-term performance award package. June 2018: $TSLA shareholder Richard Tornetta files a lawsuit, claiming that the Tesla board of directors breached its fiduciary duties for waste, and Musk has breached his own fiduciary duties for unjust enrichment. Dec 2020: Tesla hits a $650 billion market cap, the top market cap milestone in the package, a 10x from early 2018. 2020: The first tranches of Elon's 2018 performance award package trigger. Jan 2024: Judge McCormick concludes: "The process for coming up with Elon's comp plan wasn't independent because Elon controlled the Board and the directors who approved the plan weren't truly independent. Further, the shareholders who approved the comp plan weren't made aware of this controlled relationship. Hence, the $55.8B comp plan is voided." My opinion: Could Tesla have done a better job preparing/wording the 2018 proxy statement? Yes. Having said that, this ruling feels like an insult to $TSLA shareholders. For the Judge in this ruling to suggest shareholders were not aware of the close relationship between Elon and some of the Tesla Board members is simply ridiculous. I (and many others) knew exactly what we were voting on in 2018 and why. We approved an extremely ambitious compensation plan that gave Elon no guaranteed compensation of any kind - no salary, no cash bonuses, and no equity that vests simply by the passage of time. Instead, Elon's only compensation would be a 100% at-risk performance award, which ensured that he would be compensated only if Tesla and all of its shareholders did extraordinarily well. I would approve it all over again if I had to. This compensation package couldn't be gamed by Elon. He had to hit extremely difficult market cap and revenue milestones to get any of these tranches. And then if he did hit those tough targets, he couldn't sell the shares from the package for 5 years once exercised. So many "experts", Wall Street types, etc, laughed at Elon and Tesla in 2018 and said these market cap milestones were impossible. Elon then delivered on them. Tesla stock is up 10x since the 2018 compensation package was announced, and revenue up 9x.