Supported by
SKIP ADVERTISEMENT The ways it set up its board and Mr. Musk’s pay appear to benefit him at the expense of other shareholders, corporate governance experts said.
In January, SpaceX granted Elon Musk, its founder and chief executive, a pay package that eventually totaled 1.3 billion restricted shares. The award was contingent on the rocket company’s establishing a colony on Mars with one million inhabitants and launching high-powered data centers into space.
Mr. Musk has not achieved those goals. Even so, he can vote those 1.3 billion shares in shareholder decisions, according to SpaceX’s offering prospectus, which was released on Wednesday. In other words, the company is allowing Mr. Musk to vote with shares he has not yet earned.
“I have never heard of this,” said Ann Lipton, a law professor at the University of Colorado, Boulder. “He basically found a way to hack the normal rules of corporate organization.”
The restricted shares weren’t the only unusual corporate governance arrangement that SpaceX revealed as it prepares what could be the largest initial public offering ever. The company, which builds rockets and operates the Starlink satellite internet service, has valued itself at more than $1.25 trillion, and its I.P.O. — which is set to happen as soon as next month — is likely to create a bonanza for Wall Street, Silicon Valley and, of course, Mr. Musk.
Among the atypical arrangements, SpaceX does not plan to have the majority of its board be independent directors. It added that it would not use a committee of independent board members to determine executive compensation, as most companies do. And its governing documents say any shareholder claims under federal securities law must be resolved through arbitration.
All of these moves appear to benefit one person: Mr. Musk.
The measures give him more command over a company where he controls 85 percent of shareholder votes, corporate governance experts said. They allow Mr. Musk to put more insiders onto SpaceX’s board, pick the people who determine his pay and largely insulate himself from shareholder lawsuits, they said.
Related Content #
Advertisement
SKIP ADVERTISEMENT