Todd Maron, a former top Tesla lawyer and CEO Elon Musk's former divorce attorney, burst into tears during legal proceedings that ended with a Delaware judge voiding Musk's $55 billion pay package earlier this week.
It's a bizarre show of emotions that highlights the close and sometimes dramatic relationship Musk maintains with his inner circle.
In fact, the emotional attorney ended up being key to the argument that judge Kathaleen McCormick made while striking down Musk's mammoth pay package, which she says went against shareholder interest.
"In fact, Maron was a primary go-between Musk and the committee, and it is unclear on whose side Maron viewed himself," she wrote. "Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron."
Maron reportedly called leaving Tesla the "most difficult decision" he ever made.
To recap, Musk's compensation plan was first ratified in 2018, receiving overwhelming support from Tesla's shareholders. At the time, the package was worth around $2.2 billion. Over the years, however, Tesla's market capitalization rose to a whopping $1.2 trillion by the end of 2021, with Musk getting handsomely rewarded as a result.
At least in theory. Despite never exercising these stock options, Musk's compensation has grown to around $55 billion, an "unfathomable sum," as McCormick argued. Tesla's current market cap is hovering just under $600 billion at the time of writing.
At the core of McCormick's argument is that Musk simply doesn't need more power over Tesla since the company is already being run by a number of his closest allies. Some of his long-time collaborators have business relationships with the CEO that go back decades, she argued.
According to the judge, Musk also didn't need any more money to be motivated to run the company.
Since Tesla is a publicly traded company in Delaware, McCormick was in a position to question this gargantuan pay package, arguing on behalf of a vocal minority of shareholders — in this case, led by former metal band drummer Richard Tornetta — that Musk was being massively overpaid at the cost of investors.
After all, as a publicly traded company, Tesla is beholden to maximize profit for its shareholders, not just Musk.
Maron, who simply couldn't contain his emotions during McCormick's deposition, gave the judge a perfect example of the kind of relationship Musk has with key players inside the company.
As a result, she argued, they never bothered to actually question Musk's massive payout.
"The process leading to the approval of Musk's compensation plan was deeply flawed," she wrote in the 200-page document. "Musk had extensive ties with the persons tasked with negotiating on Tesla's behalf."
"Given the collection of people tasked with negotiating on Tesla’s behalf, it is unsurprising that there was no meaningful negotiation over any of the terms of the plan," McCormick added.
The teary-eyed episode is a bizarre instance of a lawyer letting his guard down.
"Whatever you have done wrong as a lawyer, you have probably not tanked your client’s $56 billion pay package by crying at a deposition," criminal defense attorney and podcaster Ken White wrote in a scathing Threads post.
Meanwhile, Musk — who's widely expected to appeal the decision — is already planning to "change [Tesla's] state of incorporation to Texas" to ensure nobody else can ever come between him, his buddies, and his billions ever again.
More on the saga: Elon Musk Fumes as Judge Takes His $55 Billion
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