The compensation plan, one of the largest of its kind, was based on performance targets rather than guaranteed pay. Despite a majority of Tesla investors voting to approve the package at the company’s June shareholder meeting, Judge Kathaleen McCormick ruled that a shareholder vote couldn’t stand. She described the package as “deeply flawed” in January, emphasizing that it was improperly structured and failed to meet legal standards for executive compensation. Tesla’s legal team had hoped to sway the court by pointing to the vote, but McCormick rejected that argument.