In the wake of the Delaware Chancery Court's landmark decision to rescind his $55.8 billion compensation package, Elon Musk did not hold back on expressing his views. Taking to X, Musk's posts resonated with a blend of frustration, defiance, and contemplation of Tesla's future.
Musk called the decision "insulting to shareholders." Furthermore, Musk's suggestion to avoid incorporation in Delaware and his query about relocating Tesla's incorporation to Texas echo his discontent and hint at a potential strategic shift.
Unfathomable Compensation and Controlled Mindset
The 201 page Delaware Court's decision, as articulated by Judge Kathaleen St. J. McCormick, delved deep into the complexities of Musk's compensation package and the process behind its approval. The judge described the package as an "unfathomable sum," highlighting its sheer magnitude and deviation from standard executive compensation practices.
Central to the court's ruling was the notion that Musk exerted undue influence over Tesla's board of directors. The court found that Musk's control over the board and his relationships with its members significantly compromised their ability to act independently. According to the ruling, this control resulted in a compensation negotiation process that lacked objectivity and transparency.
In her ruling, McCormick noted, "Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf." She pointed out the conflicts inherent in this arrangement, emphasizing the need for a more rigorous standard in such situations. "The process leading to the approval of Musk’s compensation plan was deeply flawed," she wrote, highlighting the controlled mindset of the board and its failure to recognize the conflict of interest.
Shareholder Disenfranchisement and Material Omissions
Another critical aspect of the court's decision was the inadequate information provided to shareholders during the vote on Musk's compensation. The ruling emphasized the omission of material information about potential conflicts of interest and the overall negotiation process, which were crucial for shareholders to make an informed decision.
"The record establishes that the Proxy failed to disclose the Compensation Committee members’ potential conflicts and omitted material information concerning the process," the court observed. This lack of transparency was seen as a significant factor in the decision to overturn the package, indicating that Tesla shareholders were not equipped with all the necessary information to make an informed choice.
Musk's compensation was initially perceived as a step toward a "good future for humanity," including ambitions like colonizing Mars, but the judgment stated, “Some might question whether colonizing Mars is the logical next step. But, in all events, that “get” had no relation to Tesla’s goals with the compensation plan.” The court's analysis highlighted that the package's extraordinary size was disconnected from the automaker's objectives.
Stepping back to 2017
The court's narrative begins with Musk's own words, extracted from a 2017 email, where he expressed confidence that Tesla shareholders would be "super happy" with the compensation plan. Musk believed that the package would be perceived positively, projecting an "ultra-bullish view of the future" and symbolizing his commitment to ensuring a "good future for humanity." This ambition, while laudable, was disconnected from the immediate operational goals of Tesla, according to the court.
Emails from Musk during the compensation discussions in 2017 reveal his desire for a significant increase in Tesla ownership upon reaching a $550 billion valuation. He suggested a structure that would effectively boost his ownership stake, considering future dilutions, to around 25% over a decade, underscoring his long-term vision for Tesla. It also underscores the lack of a succession plan that exists to this day.
Testimonies from key Tesla figures like Ira Ehrenpreis and Antonio Gracias provided insight into the compensation committee's approach. They emphasized a subjective sense of fairness and collaboration with Musk, rather than objective market data or arm's length negotiations. This approach was echoed by Todd Maron, Tesla's general counsel, who described the process as cooperative and collaborative, lacking a recognized conflict of interest.
Musk's Recent Compensation Discussion
Two weeks before the court's decision, Musk discussed on X his engagement with Tesla and future compensation plans. An X user expressed concerns about Musk's apparent lack of a new incentive plan since completing his 2018 compensation milestones. In response, Musk's four-word reply, "That would be nice," hinted at his openness to discussing future compensation aligned with his contributions and ambitions in AI, automation, and space exploration.
Musk later elaborated on his desire for approximately 25% voting control within Tesla, which he believes is substantial yet not overwhelming. This statement came amidst Musk's concerns over his influence in the company, especially in growing Tesla as a leader in AI and robotics. On the same day as the ruling Musk posted an update on Tesla’s robot.
Musk's suggestion of moving Tesla's incorporation to Texas, where its physical headquarters are located, has stirred discussions about the company's future corporate structure. Relating to Texas, known for its business-friendly environment, could be a strategic response to the legal and corporate challenges Tesla faces in Delaware.
Should Tesla change its state of incorporation to Texas, home of its physical headquarters?
This potential move raises questions about the implications for Tesla's governance, legal framework, and operational strategy. A shift to Texas could signal a new chapter for Tesla as it navigates through the fallout of the court's decision and reevaluates its position in the corporate landscape.
Despite focusing on voting control and compensation, Musk's vision for Tesla extends beyond financial incentives. He is keen on advancing significant developments in AI and robotics, aiming to position Tesla at the forefront of technological innovation. This aligns with his broader goals of advancing human progress through technology.
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Electric vehicle maker Rivian Automotive has announced that it will open up its Rivian Adventure Network (RAN) chargers to Teslas and other EVs later this year.
The Rivian Adventure Network is a comprehensive network of fast-charging sites very similar to Tesla’s own Superchargers. According to Rivian, the Rivian Adventure Network is powered by 100% renewable energy.
New Rivian Chargers
In a post on X, Rivian added that it would introduce new chargers with a tap-to-pay experience to support “a wide range of EVs across a variety of battery voltages.”
Expanding RAN chargers and introducing new tap-to-pay chargers is a clear indication that Rivian is trying to increase customer convenience while ratcheting up its brand value.
All Rivian vehicles and most other EVs still use the CCS connector until they transition to NACS in the next few years. These new chargers will likely include a combination of NACS and CCS connectors to support Rivian’s current and future vehicles that will come equipped with an NACS port.
Charging a Tesla at a Rivian Charge
With over 50,000 Supercharger stalls, Tesla operates the biggest fast-charging network in the world. And 25,000 of these are located in the United States alone. The simplicity of charging at a Supercharger is part of the appeal. Tesla takes care of everything from initiating charging to billing. It ends up being no different than charging at home.
Tesla’s Supercharger network has a stellar reputation, mostly due to its high charging speed and reliability, which Tesla closely monitors in real-time. Major electric vehicle makers will start switching to NACS in the next few years and considering that the Supercharger network is highly trusted, one can see more non-Tesla EVs lining up at Superchargers soon. Giving Tesla owners more choice of where to charge may be crucial to combat congestion.
Rivian currently has over 400 charging stalls across 22 states but plans to expand to more than 600 chargers.
Making Rivian Chargers Just as Simple
While Rivian plans to add a tap-to-pay terminal to its new chargers, it’ll be difficult to beat the convenience of Superchargers for Tesla owners. After Rivian opens up its chargers to other EVs, Tesla owners would need to buy and use CCS to NACS adapters to charge at these networks, although not every Tesla supports the adapter. You can check if your vehicle supports the Tesla adapter.
To simplify the process for Tesla owners, Tesla would also need to interface with Rivian’s chargers to make billing as seamless as it is on its own Supercharger network.
Rivians Charging at Superchargers
Rivian has already begun shipping its customers NACS-to-CCS adapters to charge their vehicles at Tesla Supercharger.
Rivian officially got access to Tesla’s Supercharger network in March 2024. For now, only two companies–Ford and Rivian–have received access to charge at more than 15,000 Tesla Supercharger stalls. More companies like GM, Polestar, and Volvo will get access the following spring.
But Rivian is not stopping at NACS-to-CCS connectors. The Tesla rival plans to switch completely to the NACS port in 2025, at which point they’ll provide their owners a CCS to NACS adapter.
During Tesla’s Q1 earnings call, Tesla talked about its plan for its upcoming robotaxi network and even showed off a design for the app that would allow customers to request vehicles, much like Uber and Lyft.
While Tesla plans to unveil the robotaxi, officially now called CyberCab this August, a true autonomous taxi is at the very least, a couple of years away. So why is Tesla so eager to show off an app and start offering a Tesla taxi service?
in 2023 Uber had a revenue of 37.28 billion, while Lyft had a much smaller revenue of 4.4 billion. For comparison, Tesla’s revenue last year was 96.77 billion. A taxi service, even one operated by humans can be incredibly lucrative. While Tesla’s ultimate goal may be an automated taxi service, they may be itching to get into the space.
Tesla’s robotaxi was initially supposed to be a taxi service owners would lend their vehicles to. While that’s still the plan, Tesla wants their own vehicles to be a part of the service as well.
Will the Robotaxi Service Start With Tesla Drivers?
Tesla comparing themselves to Airbnb and Uber during their earnings call is intriguing. While Tesla can start producing robotaxis almost whenever they want, it’d likely be smart to wait until autonomy is solved so they’re not limiting themselves to current FSD hardware.
While full autonomy is likely several years away, Tesla seems to be eager to make this push toward a Tesla-owned service. Is Tesla thinking about operating their own Uber-like service? Tesla could be thinking about releasing their future robotaxi app and service in “beta,” letting current Tesla owners operate their own vehicles on the service.
This could result in several benefits for Tesla, not only letting them test their service but also opening up another revenue stream. This would allow Tesla to start operating their robotaxi network as soon as this year, and then slowly replace drivers and owner vehicles with Tesla-owned robotaxis.
Tesla Shows Off Robotaxi App
Tesla showed off it's robotaxi app
At the earnings call, Tesla also showed off a design of their robotaxi app. While it feels early to design an app for a service that could be years away, Tesla appears to be preparing itself for the future and getting customers excited about the prospect.
Tesla showed off five screens of the app, essentially showing how you’d request a robotaxi, how you can view its progress, and control certain features of the vehicle. Through the various screens, you can see most of Tesla’s Autopilot features coming to fruition in terms of autonomy, such as summon, self-driving and eventually Autopark.
Summon - Much like Tesla has re-thought the interior of a car and so many features, you can see the same mechanics applied to the app. To request a vehicle, you simply hold down a summon button and you’ll be presented with an estimate of when a vehicle will arrive.
Set Preferences and Destination - On the second screen, you can see the vehicle’s current location on a 3D map, possibly alluding to future FSD visualizations. It also lets you set your destination and set the climate temperature to your preference.
Trip Progress - While you’re traveling in the vehicle, you’ll be able to view trip information as well as set entertainment options.
Recap
Tesla had a lot to talk about during their earnings call and specifically about the Robotaxi — more information was revealed than ever before.
While there are various things at play to make a service like this come together, we can easily separate them out into separate components.
There’s the robotaxi itself, which Musk recently said would be similar to Tesla’s next-gen vehicle without a steering wheel. However, during this earnings call, he revealed that Tesla will save its new “unboxed” manufacturing process for the robotaxi and use a more traditional method for their next vehicle.
Then there’s FSD itself, while it’s crucial to operating a driverless robotaxi network, it’s not necessary to start a Tesla taxi service.
The last piece is the ride-hailing component itself and how it’s managed, and Tesla was happy to show this off, which makes us believe that it may be closer to reality than many think. While Tesla needs all three of these components to come together to operate a true robotaxi network, they piece them together separately, much like they’ve done with Autopilot. Initially, Tesla only released auto-steer then slowly added on summon, Autopark and city driving.
When we look back at Tesla five years from now, we may very well look back to this earnings call and say this was the pivotal moment when Tesla started transitioning to a services company.
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