Elon Musk's Fiery Response to Delaware Court Ruling: Tesla's Future and Musk's Influence Hang in the Balance

Musk $55.8 billion compensation package rescinded

Not a Tesla App

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.

This is insulting to shareholders

— Elon Musk (@elonmusk) January 31, 2024

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.

Going for a walk with Optimus pic.twitter.com/6mLJCUp30F

— Elon Musk (@elonmusk) January 31, 2024

Musk & Tesla's Future and Potential Move to Texas

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?

— Elon Musk (@elonmusk) January 31, 2024

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.

Follow

Follow

Follow

Tesla’s Optimus Robot Learns to Walk Without Vision [VIDEO]

Optimus Falls - but catches itself!

Not a Tesla App

Tesla recently showed off a demo of Optimus, its humanoid robot, walking around in moderately challenging terrain—not on a flat surface but on dirt and slopes. These things can be difficult for a humanoid robot, especially during the training cycle.

Daily walks help clear your mind pic.twitter.com/dUsW58trS6

— Tesla Optimus (@Tesla_Optimus) December 9, 2024

A Look Behind the Curtain

Most interestingly, Milan Kovac, VP of Engineering for Optimus, clarified what it takes to get Optimus to this stage. Let’s break down what he said.

Optimus is Blind

Optimus is getting seriously good at walking now - it can keep its balance over uneven ground - even while walking blind. Tesla is currently using just the sensors, all powered by a neural net running on the embedded computer. 

Essentially, Tesla is building Optimus from the ground up, relying on as much additional data as possible while it trains vision. This is similar to how they train FSD on vehicles, using LiDAR rigs to validate the vision system’s accuracy. While Optimus doesn’t have LiDAR, it relies on all those other sensors on board, many of which will likely become simplified as vision takes over as the primary sensor.

Today, Optimus is walking blind, but it’s able to react almost instantly to changes in the terrain underneath it, even if it falls or slips. 

What’s Next?

Next up, Tesla AI will be adding vision to Optimus - helping complete the neural net. Remember, Optimus runs on the same overall AI stack as FSD - in fact, Optimus uses an FSD computer and an offshoot of the FSD stack for vision-based tasks.

Milan mentions they’re planning on adding vision to help the robot plan ahead and improve its walking gait. While the zombie shuffle is iconic and a little bit amusing, getting humanoid robots to walk like humans is actually difficult.

There’s plenty more, too - including better responsiveness to velocity and direction commands and learning to fall and stand back up. Falling while protecting yourself to minimize damage is something natural to humans - but not exactly natural to something like a robot. Training it to do so is essential in keeping the robot, the environment around it, and the people it is interacting with safe.

We’re excited to see what’s coming with Optimus next because it is already getting started in some fashion in Tesla’s factories.

Follow

Follow

Follow

Is Tesla Close to Licensing FSD? GM Quits Cruise, BMW Praises Tesla

Not a Tesla App

In a relatively surprising move, GM announced that it is realigning its autonomy strategy and prioritizing advanced driver assistance systems (ADAS) over fully autonomous vehicles.

GM is effectively closing Cruise (autonomous) and focusing on its Super Cruise (ADAS) feature. The engineering teams at Cruise will join the GM teams working on Super Cruise, effectively shuttering the fully autonomous vehicle business.

End of Cruise

GM cites that “an increasingly competitive robotaxi market” and “considerable time and resources” are required for scaling the business to a profitable level. Essentially - they’re unable to keep up with competitors at current funding and research levels, putting them further and further behind.

Cruise has been offering driverless rides in several cities, using HD mapping of cities alongside vehicles equipped with a dazzling array of over 40 sensors. That means that each cruise vehicle is essentially a massive investment and does not turn a profit while collecting data to work towards Autonomy.

Cruise has definitely been on the back burner for a while, and a quick glance at their website - since it's still up for now - shows the last time they officially released any sort of major news packet was back in 2019. 

Competition is Killer

Their current direct competitor - Waymo, is funded by Google, which maintains a direct interest in ensuring they have a play in the AI and autonomy space.

Interestingly, this news comes just a month after Tesla’s We, Robot event, where they showed off the Cybercab and the Robotaxi network, as well as plans to begin deployment of the network and Unsupervised FSD sometime in 2025. Tesla is already in talks with some cities in California and Texas to launch Robotaxi in 2025.

GM Admits Tesla Has the Right Strategy

As part of the business call following the announcement, GM admitted that Tesla’s end-to-end and Vision-based approach towards autonomy is the right strategy. While they say Cruise started down that path, they’re putting aside their goals towards fully autonomous vehicles for now and focusing on introducing that tech in Super Cruise instead.

NEWS: GM just admitted that @Tesla’s end-to-end approach to autonomy is the right strategy.

“That’s where the industry is pivoting. Cruise had already started making headway down that path. We are moving to a foundation model and end-to-end approach going forward.” pic.twitter.com/ACs5SFKUc3

— Sawyer Merritt (@SawyerMerritt) December 10, 2024

With GM now focusing on Super Cruise, they’ll put aside autonomy and instead focus solely on ADAS features to relieve driver stress and improve safety. While those are positive goals that will benefit all road users, full autonomy is really the key to removing the massive impact that vehicle accidents have on society today.

In addition, Super Cruise is extremely limited, cannot brake for traffic controls, and doesn’t work in adverse conditions - even rain. It can only function when lane markings are clear, there are no construction zones, and there is a functional web connection. 

The final key to the picture is that the vehicle has to be on an HD-mapped and compatible highway - essentially locking Super Cruise to wherever GM has time to spend mapping, rather than being functional anywhere in a general sense, like FSD or Autopilot.

Others Impressed - Licensing FSD

Interestingly, some other manufacturers have also weighed into the demise of Cruise. BMW, in a now-deleted post, said that a demo of Tesla’s FSD is “very impressive.” There’s a distinct chance that BMW and other manufacturers are looking to see what Tesla does next. 

BMW chimes in on a now-deleted post. The Internet is forever, BMW!

Not a Tesla App

It seems that FSD has caught their eyes after We, Robot - and that the demonstrations of FSD V13.2 online seem to be the pivot point. At the 2024 Shareholder Meeting earlier in the year, Elon shared the fact that several manufacturers had reached out, looking to understand what was required to license FSD from Tesla.

There is a good chance 2025 will be the year we’ll see announcements of the adoption of FSD by legacy manufacturers - similar to how we saw the surprise announcements of the adoption of the NACS charging standard.

Follow

Follow

Follow