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The first one was Marvin, wasn't it?


Then there is Otto, training to be a pilot...

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I hope they don't blow it with Otto...
 
Little history information is that Rick Smith (CEO of Axon) basically did the same comp package back in 2018.

Exhibit

"Scottsdale, Ariz., February 27, 2018 - Axon (Nasdaq: AAXN), the global leader in public safety technology, today announced a ten-year CEO performance award for CEO and founder Rick Smith tied entirely to achieving market cap and financial performance milestones that would make Axon one of the most valuable companies in the public safety sector. For the award to fully vest, Axon's market cap would have to grow ten-fold from recent levels to $13.5 billion, and key revenue and profitability goals would also have to be achieved. The award is modeled after the recently announced 2018 Tesla CEO compensation plan for Elon Musk, which the New York Times described as “about as friendly to shareholders as they come.”
 
This was the same judge that ruled Elon to purchase X after he discovered their user numbers were grossly misrepresented because of the number of bots. Judge McCormick must be Elon's favorite human right now.
Elon found out he was wrong about that after the purchase. He did a tweet confirming that Twitter's user numbers were accurate.
 
Little history information is that Rick Smith (CEO of Axon) basically did the same comp package back in 2018.

Exhibit

"Scottsdale, Ariz., February 27, 2018 - Axon (Nasdaq: AAXN), the global leader in public safety technology, today announced a ten-year CEO performance award for CEO and founder Rick Smith tied entirely to achieving market cap and financial performance milestones that would make Axon one of the most valuable companies in the public safety sector. For the award to fully vest, Axon's market cap would have to grow ten-fold from recent levels to $13.5 billion, and key revenue and profitability goals would also have to be achieved. The award is modeled after the recently announced 2018 Tesla CEO compensation plan for Elon Musk, which the New York Times described as “about as friendly to shareholders as they come.”
Don't tell Mr 9 Shares
 
The number of useful tasks that the bot cannot do due to limited foot mobility are near zero. Object manipulation with its hands, visual inspection and normal smartphone stuff will be 99% what it will do in the near future. It's a fun gimmick to make it walk more like a human, not a priority and not worth making the robot more complex and expensive for...

It seems like someone pointed out how the foot now has flexibility at the toe end, though not individual toes.

So, wearing flip-flops are right out. :rolleyes:

I think the walking gait is becoming more human-like.

I had commented some time ago about the crouch that Optimus (and seemingly all be-pedal robots) has. I suspect that flat foot placement is part of that.

Even if the current gen has some toe-end flexability, it still seems to not really be "pushing" off with it's toes as humans do yet.

While it may be the case that there are no jobs it absolutely can't do, I'd expect the balance implied by a more upright stance and gait would imply reliability and speed doing even the same jobs it could before.

Given the world environment has been built around typical human mobility, it would seem the closer Optimus comes to that capability, the more ideally suited it would be for general work...
 
...As a final side note: This could all be "cured" by having comparisons with the size of other companies and the pay that their CEO's get. That, of course, would Reduce Elon's Pay, A Lot. And it does miss the point: Tesla is growing at the astounding rate that it is by Elon's managerial prowess, which is Truly Other.
...

Interesting thought:
As you noted, Elon's goals and achievements were in company growth. So, it doesn't make much sense to draw comparisons to other CEO packages based on absolute company size, when many potential comparison companies are stagnant or even shrinking.

Focusing on growth does make things interesting:

At some Sample Company A, the CEO made $20,000,000 per year, while the company value/stock price/future potential (or whatever metric) shrank by 3%. So...is NEGATIVE 3% "growth" worth $20,000,000 to shareholders? And what about the ever-famous golden parachutes...where, if the CEO screws stuff up enough to actually be kicked out, then there's another $20,000,000 bonus locked in as they walk away.

Seems like that should have courts reviewing the CEO compensation package of any CEO -- just because the dollar figures in the contract might be "industry standard," why is any compensation deserved if the CEO effectively shrank the company and hurt shareholders and got kicked out before they could make things even worse?

If a CEO who oversees the shrinking of a company apparently deserves actual compensation, the math gets fun for an actual successful CEO: how much should a CEO who grows the company by multiples be worth to shareholders? This feels like a "divide by zero" type situation and the CEO who grew Tesla by "several GM's" over a few years does indeed deserve enormous (almost infinite!) compensation if we must base things on comparison to stagnant or shrinking companies...
 
What you seem to be missing is that Elon doesn't present two options, within one being drastically inferior, and then let the coin-flip of a public poll decide.

Instead, he presents viable options (each with pros and cons obvioulsy), and takes in to account the general consensus. And he's not afraid to change course if circumstances dictate. It's a public company, does it not seem reasonable for a CEO to gauge what the public thinks?Man
As a shareholder (with 98+% of my financial wealth in $TSLA) I will not vote on an X poll by Elon given his main usage of the social network.

Such polls could be made by the @Tesla X account, or a Tesla IR account, or via ir.tesla.com using the "verified shareholder" status they recently created – please don't tell me that new thing is just for marketing, Elon would not tolerate that!

The vast majority of Elon's posts are highly political and he's said he's actively fighting a war against civilization with/on X. I'm not willing to join his crusade, play by his game, under his rules. Tesla is a company with a mission. That's why I'm a shareholder. If Elon wanted to use X for business matters, he would use the X business features made for organizations. One of which allows a CEO to create posts/polls by their organization: How to use the Teams feature on PostDeck. Elon must know that, right? Why not use it? He must prefer to mix political opinions with Tesla. Don't be suprised that he's getting his biases confirmed by personal fans, as he likes them. He'll to get his social bubble further filtered, and probably find more reasons to fight the civilizational war…

Isn't it funny to hear the judge say mixing a company board with friends with insufficient care for independence is a problem (Elon != Tesla Inc), and then hear Elon's fans claim that his private social network is the right place to poll shareholders?

Good luck trying to build and maintain wide, open and passionate Tesla community of customers and shareholders. Profits help but they aren't the end of the game (neither are they Tesla's mission).
 
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Don't tell Mr 9 Shares
If this verdict holds, the precedent will be far reaching and I'd bet that Rick's comp plan will be put under heavy scrutiny such that the proxy vote was the same and those on the board could be deemed not independent due to financial ties outside the company. And this is just one example.

Executive Directors:
  • Rick Smith: CEO and Founder of Axon
  • Brittany Bagley: Chief Operating Officer and Chief Financial Officer of Axon
Independent Directors:
  • Michael Garnreiter: Chairman of the Board and Managing Director of Fenix Financial Forensics
  • Dr. Matthew R. McBrady: Chair of the Mergers and Acquisitions Committee, Member of the Scientific and Medical Committee, and Member of the Enterprise Risk and Compliance Committee
  • Hadi Partovi: CEO and Co-founder of Code.org, and Director on the boards of Axon Enterprise and Convoy
  • Erika Ayers: CEO of Barstool Sports
  • Graham Smith: Former Salesforce executive
  • Jeri Williams: Former Phoenix Police Department Chief of Police

You can find more information about each board member, including their biographies and relevant experience, on Axon's Investor Relations website: Axon IR - Board of Directors
 
As a shareholder (with 98+% of my financial wealth in $TSLA) I will not vote on an X poll by Elon given his main usage of the social network.

Such polls could be made by the @Tesla X account or a TeslaIR account, via ir.tesla.com using the "verified shareholder" status they recently created (please don't tell me that new thing is just for marketing…)

The vast majority of Elon's posts are highly political and he's said he's actively fighting a war against civilization with/on X. I'm not willing to join his crusade and play by his game, under his rules. Tesla is a company with a missionn. If he wanted X to be used for business, he would definitely use the X premium feature for organization. Tesla is on X and pays premium. Elon can be a member of that organization and post under the Tesla account. But no, he prefers to mix political opinions with Tesla. So he'll get his biases confirmed by his personal fans, as he like them. And he's continue to get his social bubble filtered.

Isn't it funny to hear the judge says mixing the board with friends with too litle care for independence is a problem (Elon != Tesla Inc), and then hear some fans says X (Elon's personal social media network) must be the right place to poll shareholders? Good luck trying to build a wide, open and free Tesla community of customers and shareholders…

Fortunately, voting on a poll is voluntary, so you're good.
 
Interesting thought:
As you noted, Elon's goals and achievements were in company growth. So, it doesn't make much sense to draw comparisons to other CEO packages based on absolute company size, when many potential comparison companies are stagnant or even shrinking.

Focusing on growth does make things interesting:

At some Sample Company A, the CEO made $20,000,000 per year, while the company value/stock price/future potential (or whatever metric) shrank by 3%. So...is NEGATIVE 3% "growth" worth $20,000,000 to shareholders? And what about the ever-famous golden parachutes...where, if the CEO screws stuff up enough to actually be kicked out, then there's another $20,000,000 bonus locked in as they walk away.

Seems like that should have courts reviewing the CEO compensation package of any CEO -- just because the dollar figures in the contract might be "industry standard," why is any compensation deserved if the CEO effectively shrank the company and hurt shareholders and got kicked out before they could make things even worse?

If a CEO who oversees the shrinking of a company apparently deserves actual compensation, the math gets fun for an actual successful CEO: how much should a CEO who grows the company by multiples be worth to shareholders? This feels like a "divide by zero" type situation and the CEO who grew Tesla by "several GM's" over a few years does indeed deserve enormous (almost infinite!) compensation if we must base things on comparison to stagnant or shrinking companies...
No argument with anything you said. In a way, the judge leaned over backwards: He (she?) was looking for any valid excuse not to mess with Tesla. Independent board; nope. Even with a non-independent board, if the board members doing the deed were actually doing their job, then no problem with the compensation. But nobody took the kind of notes that would show that; in fact, while looking at the whole process, it could easily be construed to show the opposite of that. A review of other companies that was documented and discussed would have had the lawsuit thrown out of the court. There were lots of outs for Tesla; some 50-60 pages of the decision, at least, was talking about those outs and why Tesla didn't qualify for any of them.

Instead, it truly seemed that it was completely, "Whatever Musk says, we're good with it." Even with Musk at points lowering his ask; it wasn't the board asking him to lower the ask, it was Musk! Which, in a weird way, is good - it appears that Musk was truly not trying to hurt shareholders. But any proof that he wasn't simply wasn't in the record. No t's crossed, no i's dotted.

Any reasonable proof, such as contemporaneous notes by board members, a secretary sending out meeting notes, a comparison document looking at other CEO's with (probably, reasons why those other CEO's compensation didn't apply) would have gotten Musk and the board off the hook.

I mean: if the board members had been truly independent, then all that stuff I said above wouldn't have mattered.

The plaintiffs in the case had a lot of hurdles to get over before the judge had to take action. The whole business was an "own-goal" by both Tesla and Musk.

Weird thing, though: In the absence of proof, either way, of Musk and Tesla actually cheating shareholders, the judge appeared to be required to take Musk/the board's actions in the worst light. But if one looks at what little Musk and the board were saying to one another, one could take what brief things they were saying to each other to be pro-shareholder.

Interesting what happens to all this when it hits the appeals courts.
 
I just don't understand why the board being friends/lovers/comrades/shipmates/countrymen/neighbors/brothers/spouses/whatever even matters. The shareholders voted to approve it. Nothing else should matter. If shareholders felt they weren't getting a good deal out of it, they would have voted against it.
That was my initial take as well!
I appreciated @Tronguy 's sober summaries of the 200 page judgement; it has helped me understand the stated reasoning.
While not thrilled with the judgement, in light of those summaries, it seems defensible. There are 3 parties here: Elon, the Board, and the Shareholders. I am setting the Shareholders as equivalent to the Company in the judge's terminology.
Any agreement must be fair to all 3 parties (Delaware law apparently). If two of the parties go and have poorly (or un-)documented conversations, and then misrepresent those conversations to the third party, then it seems legally vulnerable even when that third party agrees to the outcome. If you add in some of the things alleged - that the CEO proposed the plan (not communicated to shareholders), that the board is far from impartial (but their ties not disclosed to shareholders), this seems less far out. Add in the fact that the board did not even (reportedly) compare this to other tech or automotive CEO plans (due diligence expected from a Board), which the judge reportedly says would have made this an easy ruling to leave the agreement in place.

I am hoping we can see the "lemonade" side of this:
  • Elon will get paid, as he deserves to get paid: bigtime. It is inconceivable that the Tesla Board does not see Elon's ongoing value.
  • We might end up with less dilution (TBD based on new package).
  • Elon might end up with his desired voting rights, a desire he intentionally pre-announced.
Let's see what they come up with, and hope to goodness the board documents their process a lot better. According to Tronguy's summary, this was apparently a lot of the issue, making the process look slapdash and less open than necessary, and therefore vulnerable to lawsuit.
 
Voting only matters if a majority is acting against the interests of long term shareholders. Are passive funds who vote the board's recommendation a problem?
Index funds are passive in that managers do not actively decide what stocks to buy or sell and instead match the weighting of the index. I don't believe they're required to vote for the board's recommendations, and a quick search finds Manhattan Institute has written about how "Index Funds Have Too Much Voting Power" perhaps with their potential bias against ESG intents of the fund managers influencing votes. If that's true, do environmental, social, or governance issues always align with Tesla board recommendations and long-term shareholders?