> was thrown out purely on the grounds that the judge didn't like it

It was thrown out for technical but super legal reasons stemming from the Board’s lack of independence. Delaware judges don’t get to review pay packages approved by competently-run Boards.

The pay package wasn't determined by the Board. It was approved by them, sure. But they didn't set it. Why would it matter whether they had any independence?

If lack of independence is grounds for annulling the pay package, it's also grounds for annulling every other decision the Board ever approved. (It's the same Board!) That wasn't suggested; the grounds for annulling the pay package are different.

They set the upper limit, same thing

Thrown out by a judge in the most corpo state on the country. It was so embarrassingly badly handled they couldn't even rubber stamp it.

It was handled fine. If it had been badly handled, it would have been thrown out on those grounds. Instead, the grounds were "there is no reason for Elon Musk to be paid this much".

No it really wasn’t. Delaware goes out of its way to trust corporate boards to make business decisions, especially around compensation.

In this case Tesla screwed up at least 3 different standards that are generally biased towards the company against shareholders. Only the last of those 3 standards has anything to do with relative compensation.

https://www.bloomberg.com/opinion/articles/2024-01-31/elon-m...