At trial, Musk says Twitter reorganization is taking up almost all his time

Tesla CEO Elon Musk dressed in black wearing a jacket on a solid blue background.
Musk’s latest legal battle has him fending off charges that he exerted improper control on the massive pay package granted to him in 2018 by Tesla’s board of directors.
(Ringo H.W. Chiu / Associated Press)

Elon Musk, whose $55-billion Tesla pay deal is being challenged in court as too excessive for a part-time chief executive, told a judge he is spending almost all his time now reorganizing Twitter Inc. rather than on the other companies he oversees.

Musk, who acquired Twitter for $44 billion in October, testified Wednesday in Delaware that the lion’s share of his time “for the past few weeks” has been devoted to the social media platform. Asked about his recent tweet that said he’d sleep at Twitter until “the org is fixed,” he said the “fundamental organizational restructuring” will be completed by the end of next week.

Delaware Chancery Judge Kathaleen St. J. McCormick is hearing evidence in a trial to determine whether Musk, the world’s richest person, should be forced to return stock options awarded under the Tesla pay package.

Richard Tornetta — who owns nine shares of the electric-car maker — says in his lawsuit that the board failed to exercise independence from Musk as it drew up a new pay package for the chief executive in 2018. Tornetta said the board lavished the world’s largest compensation plan on a part-time leader.


In addition to Tesla and Twitter, Musk also runs Space Exploration Technologies Corp., better known as SpaceX; leads Boring Co., a tunneling business; and is involved in OpenAI and Neuralink. Musk agreed with Tornetta’s lawyer that at the time of his pay deal, he was spending about 54% of his time at Tesla, 36% at SpaceX, and 10% on Open AI, Boring and Neuralink.

However, Musk said questions about the split between the companies were “silly” because he is focused on taking “a set of actions that are good for” humanity, whether that’s making electric vehicles, using technology to help people with paralysis or setting up a colony on Mars.

The billionaire has said it would take 1 million tons of cargo to build a self-sustaining city on the planet at a cost of as much as $10 trillion. Evidence in the Tesla compensation case shows Musk vowed to use money generated by the 2018 pay plan to fund his dream of a Martian colony.

Tesla directors have defended the pay agreement as not being marred by conflicts. They say that they weren’t influenced by their ties to Musk and that the payout motivated the mercurial billionaire to bring his A-game to spur Tesla’s spectacular growth. The company’s market valuation has jumped from $50 billion to more than $560 billion over the last four years.

Antonio Gracias, a former Tesla director and longtime friend of Musk, testified Wednesday that he acted independently in reviewing the 2018 pay plan even though he’d vacationed with the entrepreneur over the years, including overseas family trips, attended Musk family weddings and birthday parties and hosted Musk at the birthday parties of his own children. Gracias said he had a solid business relationship with Musk that allowed him to openly share his thoughts on business issues.

The outcome of the trial will turn on whether the Tesla board made its pay decision independently or was pressured by Musk, either directly or through conflicts of interest.

Other evidence presented in the case showed Musk also vacationed with Tesla director James Murdoch, the son of media baron Rupert Murdoch.

According to Gracias, Musk was never required by his compensation plan to spend a certain amount of time at Tesla. “He’s not billing by the hour,” Gracias said. “That’s not how this works.”

James Murdoch, in testimony Wednesday, joined other board members in praising Musk’s pay package as appropriate because it kicked in only if Tesla hit targets for market value and production that were designed to be difficult to achieve.


Across corporate America, “you see a lot of payment for failure” in executive compensation, Murdoch said. Musk benefited only after Tesla investors “got much, much more” from the surge in Tesla shares, he said.

During his three hours on the witness stand, Musk said he had no role in approving the pay deal and at the time was focused instead on solving the complex problem of creating a sustainable electric-vehicle company.

“I do not have any understanding of the internal processes by which this compensation structure was obtained,” Musk said, adding that he never discussed his compensation with board members or dictated the terms of the deal.

However, court filings in the case show the entrepreneur was asked in a text by his friend Ira Ehrenpreis, a Tesla board member, on April 8, 2017, about how to structure his future compensation. Musk replied that he should end up “owning 10% of the company” in a performance plan built around a progression of targets that would each grant him 1% of Tesla’s outstanding shares, filings show.

As Musk later mused to one of his co-founders in an email, he was “planning on something really crazy, but also high risk.”

Times staff writer Russ Mitchell contributed to this report.

Elon Musk’s track record as a boss is an endless scroll of impulse firings, retribution, tone-deafness on race — and the impregnation of a subordinate.

Nov. 14, 2022