Market Value as the Measure: An Analysis of Market Capitalization-Linked Executive Compensation, Its Consequences, and Corporate Accountability

Executive Summary

This report examines the rise of executive compensation plans tied to market capitalization and stock performance. It analyzes their historical development, theoretical justifications, and practical consequences. The core argument is that such plans, while designed to align executive and shareholder interests, can create significant negative externalities. These externalities represent costs to customers, employees, and the public, often resulting from an incentivized neglect of other critical business functions.

This report introduces the “Externalities of Focus” theory. This theory hypothesizes that a singular focus on market value rationally leads to the systematic de-prioritization of essential, non-financial functions like customer service, quality control, and safety protocols.

Key findings include a historical analysis tracing the shift from stable, salary-based pay in the mid-20th century to the equity-driven, high-stakes packages of today. This trend was accelerated by the shareholder value movement and unintended regulatory consequences. Case studies of “mega-grants” at Tesla, Axon, and Uber reveal a pattern where extraordinary market cap growth coincides with a high volume of safety investigations, regulatory actions, and customer complaints.

The main recommendations are directed at boards and institutional investors. Key proposals include:

• Diversifying executive performance metrics to include a balanced scorecard of financial and non-financial goals.
• Implementing robust clawback provisions for misconduct or major compliance failures.
• Strengthening board independence.

For investors, the report advocates for more critical use of “Say-on-Pay” votes. It also calls for pushing for expanded SEC disclosures that place key non-financial data alongside traditional financial metrics. This would provide a more holistic view of executive performance and its true cost.

The Ascent of the Market-Driven Executive: A Historical Analysis

To understand the modern landscape of executive compensation, one must first trace its historical evolution. The system in place today features high-stakes, market-linked pay packages. It is the result of a seismic transformation over the past eighty years.¹

A system once characterized by stability and incremental growth has evolved. It is now a high-stakes arena where executive fortunes are inextricably linked to their company’s stock performance. This shift was not a gradual, organic development. Instead, it resulted from a confluence of specific economic philosophies, regulatory actions, and changes in corporate governance. These forces fundamentally redefined the chief executive’s role and rewards.²

Understanding this history is critical. It allows for a clear analysis of modern compensation packages tied to market capitalization and their profound effects on corporate strategy.

The Era of Managerial Stability (1940s-1970s)

Following World War II and into the 1970s, executive compensation in the United States was marked by relative moderation and predictability. The average real value of executive pay grew at a sluggish rate of approximately 0.8 percent per year for three decades after the war.³

A compensation structure dominated by direct cash payments, such as salary and bonuses, defined this period.⁴ Stock options existed but were not a primary component of executive pay packages, and their use was limited.⁵

A defining characteristic of this era was the notably weak correlation between executive pay and the firm’s market value.⁶ This disconnect signals a different corporate ethos. Managerial focus was often directed toward internal stability, operational efficiency, and steady growth. The explicit maximization of shareholder returns, as measured by daily stock prices, was not the primary goal.

Public disclosure of executive remuneration was also a relatively new concept. It only became a requirement with the establishment of the Securities and Exchange Commission (SEC) in 1934.⁷ This limited transparency contributed to a system where pay was more closely tied to internal hierarchies and company size than to external market performance.⁶ The sharp decline in average real pay during World War II, followed by decades of modest growth, stands in stark contrast to the explosive increases that would define the subsequent era.³

The Inflection Point (1980s): The Shareholder Value Revolution

The 1980s represent a fundamental inflection point in the history of executive compensation. The decade witnessed a dramatic and accelerating growth in executive pay. This phenomenon coincided with a powerful ideological shift in corporate America toward the doctrine of shareholder value maximization.¹ The responsiveness of CEO compensation to changes in firm value more than tripled between 1980 and 1994, marking a definitive break from the preceding decades.⁸

The stock option was the primary instrument of this transformation.⁸ The “exploding use of stock options” fundamentally altered the composition of executive pay.⁸ It shifted the emphasis from fixed salary to variable, equity-based incentives. Supporters argued this shift solved the “principal-agent problem” by aligning the financial interests of executives (agents) with those of shareholders (principals).¹ The logic was simple: options are valuable only if the stock price increases, thus incentivizing executives to create shareholder wealth.¹

Several converging forces fueled this change. A strong bull market created a fertile environment for equity-based rewards. A growing belief in “superstar” CEOs—scarce business talents capable of generating immense value—justified previously unimaginable pay packages.¹, ⁹

The theoretical framework of agency theory provided the academic justification for this new model. It suggested that high-powered, equity-based incentives were a scientifically designed solution for optimal corporate governance.⁹ The combination of a new corporate ideology and the stock option created a powerful feedback loop that drove executive pay to unprecedented levels.

The Data: An Explosion in Pay and Performance Sensitivity

The shift toward equity-based pay created a dramatic divergence between executive compensation and that of the typical worker. It also strengthened the statistical link between a CEO’s wealth and their company’s stock performance.

Year	CEO-to-Worker Compensation Ratio (Realized Pay)
1965	21-to-1¹⁰
1978	31-to-1¹⁰
1989	60-to-1¹⁰
2000	380-to-1¹⁰
2024	281-to-1¹¹
Source: Economic Policy Institute analysis

This explosion in the pay ratio was driven by compensation structures that made executive wealth highly sensitive to firm performance.

Era	Sensitivity of CEO Wealth to Shareholder Wealth
1974–1986	$3.25 per $1,000 change in shareholder wealth¹²
Post-2000s	$5.34 per $1,000 change in shareholder wealth¹²
Source: Jensen and Murphy (1990b); Lueg and Krastev (2022)

The Regulatory Accelerator: Unintended Consequences of the 1993 Tax Code

Ideological and market forces of the 1980s set the stage, but a key piece of legislation in the 1990s acted as a powerful accelerator. In 1993, the Clinton administration enacted Section 162(m) of the Internal Revenue Code. This tax law change was intended to curb what was perceived as excessive executive pay.¹³ The law limited the corporate tax deduction for executive salaries to $1 million per executive per year.¹³

However, the legislation included a critical exemption for “performance-based” compensation.¹³ This provision was designed to encourage pay structures that rewarded genuine value creation. Instead, it had a profound and paradoxical effect.

The $1 million limit on deductible salaries did not act as a cap on total compensation. Instead, it acted as a funnel. It created a powerful tax incentive for compensation committees to shift pay away from fixed salaries. They moved dramatically toward variable, equity-based instruments like stock options and performance shares, which qualified for the exemption.

A law designed to rein in executive pay thus became one of the most significant drivers of its subsequent explosion. It institutionalized equity as the primary component of high-level executive pay packages as companies restructured compensation to maximize tax deductibility. This regulatory action effectively endorsed and accelerated the trend that began in the 1980s. It cemented a new paradigm where the potential for executive earnings, now tied directly to stock market performance, became virtually unlimited.

The Shareholder Alignment Doctrine and Its Discontents

The practice of linking executive compensation to stock performance is rooted in a clear theory of corporate governance. However, this model has been the subject of intense debate for decades. A growing body of research and market evidence challenges its foundational assumptions from multiple angles, including board power dynamics and the very definition of “performance”.¹⁴, ¹⁵, ¹⁶, ¹⁷, ¹⁸, ¹⁹

The core dispute lies in whether these incentives truly align interests for long-term value creation. Alternatively, they may introduce a new set of perverse incentives. These can lead to market manipulation, short-termism, and the erosion of shareholder wealth.

The Case For: Agency Theory and Pay-for-Performance

Agency theory provides the primary justification for market-linked executive pay. This framework views the relationship between shareholders (principals) and executives (agents) as one with potential conflicts of interest. The theory posits that executives might prioritize personal benefits—such as job security or perquisites—over the shareholder goal of wealth maximization.

Stock options, performance shares, and other equity-based instruments are presented as the solution to this “agency problem”.¹ These tools make a substantial portion of an executive’s compensation dependent on the company’s stock performance. They are designed to align the financial interests of both parties, motivating the executive to behave like an owner.¹

Empirical evidence confirms the link between pay and performance has strengthened considerably.²⁰, ²¹ Studies show the sensitivity of CEO wealth to changes in firm value increased dramatically from the 1980s onward. Executive pay packets now fluctuate by millions of dollars based on even modest changes in stock performance.

One seminal study found that for every $1,000 change in shareholder wealth, CEO wealth changed by $3.25 in the 1980s. A more recent analysis found this sensitivity had increased to $5.34.¹²

Furthermore, proponents argue that large, equity-heavy compensation packages are necessary in a competitive market for executive talent. They serve as a tool to attract, retain, and motivate the “superstar” leaders required to navigate large, global corporations.⁹

The Critique Part I: Managerial Power and Paying for Luck

Despite the logic of agency theory, critics offer a compelling counter-narrative centered on “managerial power.” This thesis argues that the pay-setting process is not an arm’s-length negotiation between a vigilant board and an executive. Instead, executives often wield significant influence over the compensation committee and the board, shaping their own pay packages.⁹ From this perspective, the explosion in pay signals a failure in corporate governance, not efficient markets.¹⁴

A second major critique is that market-based compensation often rewards executives for “luck” rather than skill. A rising stock price may result from a broad market rally or macroeconomic factors entirely outside the CEO’s control.⁸ Tying pay to absolute stock price fails to distinguish between value created by executive decisions and value delivered by a buoyant market.²² This leads to situations where executives receive massive payouts even when their company underperforms its peers.

The common practice of benchmarking compensation against a peer group exacerbates this problem.⁹, ¹⁴ Compensation committees aim to set competitive pay levels. However, this can lead to a “ratcheting effect”: no board wants to signal its CEO is “below average,” so they target the median or higher.⁹ As companies adjust pay upward to meet the rising median, the median itself climbs, creating a self-perpetuating spiral of pay inflation.¹⁴

Ultimately, these critiques suggest the pay-setting process is less a function of pure market efficiency and more a result of flawed governance and benchmarking practices that reward executives for factors beyond their direct control.

The Critique Part II: Market Manipulation and Short-Termism

Perhaps the most serious criticisms of market-linked pay concern two key issues:

• The potential for executives to actively manipulate the metrics upon which they are judged.
• The prioritization of short-term gains at the expense of long-term corporate health.

A well-documented phenomenon is the strong correlation between executive stock options and corporate stock buyback programs.¹ Critics argue that executives use corporate cash for buybacks to increase the value of their own stock options, rather than investing in long-term value creation like R&D.¹

The asymmetric nature of stock options—unlimited upside with no downside risk—can also incentivize excessive risk-taking. Because an option’s value increases with volatility, executives may pursue high-risk strategies.¹ If the strategy succeeds, the executive’s options become immensely valuable; if it fails, the executive loses nothing personally, while shareholders bear the full cost.

This focus on short-term stock price movements can also lead to managerial myopia.²³, ²⁴, ²⁵ Academic research indicates that compensation tied to a fixed dollar value of equity can weaken the motivation for long-term, innovative projects.²⁶ When an executive’s primary goal is to hit a specific stock price by a specific date, there is a powerful incentive to cut costs in areas like R&D.¹⁷

In this way, the performance metric itself can corrupt corporate strategy. The mission shifts from building a sustainable enterprise to simply making the number go up. This is not a resolution of the agency problem but a new, more insidious form of it.

Anatomy of the “Mega-Grant”: Modern Case Studies

While the theory of market-linked pay is decades old, its modern application has produced the “mega-grant.” These are often multi-year, all-or-nothing awards promising extraordinary wealth for achieving exceptionally ambitious market capitalization targets. These plans, pioneered by companies like Tesla, represent the most extreme form of the pay-for-performance philosophy. An analysis of these grants reveals a starkly different strategic mindset compared to the more common approach of measuring performance relative to peers.

The Tesla Model: All or Nothing

Tesla, Inc. and its CEO, Elon Musk, are synonymous with the market cap-based mega-grant. The company has twice implemented groundbreaking, 100% at-risk performance awards that have become templates for other firms.²⁷, ²⁸

The 2012 Performance Award

This award was established as Tesla launched its Model S program. It consisted of stock options granted in 10 equal tranches, each vesting only upon achieving two concurrent milestones:²⁹, ³⁰

• Operational Goal: Milestones were tied to the progress of the Model X and Model 3 programs, vehicle production targets, and gross margin achievements.²⁹, ³⁰
• Market Capitalization: Hurdles started from Tesla’s valuation of approximately $3.2 billion and required successive $4 billion increases for each tranche.²⁹, ³⁰This plan was instrumental in driving Tesla’s market cap to over $55 billion in five years.³¹, ³²

The 2018 Performance Award

This 10-year grant was implemented on a vastly larger scale. It stipulated that Musk would receive no salary, no cash bonuses, and no time-vesting equity.³¹ His entire compensation was tied to a new stock option award divided into 12 tranches.²⁹ For each tranche to vest, the company had to achieve both a market cap milestone and one of 16 operational milestones (revenue or adjusted EBITDA).²⁹

• Market Capitalization: Targets began at $100 billion and increased in $50 billion increments to $650 billion.²⁹, ³⁰, ³¹
• Guardrail: Any shares acquired must be held for a minimum of five years, creating long-term alignment.²⁹This structure, valued at up to $56 billion, is arguably the most ambitious executive compensation plan ever created.²⁸

The Axon Model: Emulating Tesla in Public Safety

In February 2018, Axon Enterprise, Inc., a leader in law enforcement technology, adopted a CEO compensation plan explicitly modeled on Tesla’s structure. CEO and founder Rick Smith relinquished his salary and cash bonus for 10 years in exchange for a performance-based stock option award.³³ The stated goal was to maximize alignment with shareholders and incentivize long-term value creation.³³

The plan consists of a 10-year grant of stock options that vest in 12 tranches, each requiring two milestones:³³

• Market Capitalization: Axon’s value must grow tenfold from under $1.5 billion to $13.5 billion, with the first hurdle set at $2.5 billion.³³
• Operational Milestones: The company must achieve escalating targets for either revenue or adjusted EBITDA.³³The successful execution of this strategy has resulted in extraordinary payouts. Rick Smith’s total compensation for 2023-2024 was reported to be approximately $165 million, making him one of the highest-paid CEOs in the S&P 500.³⁴, ³⁵, ³⁶, ³⁷

The Uber Model: A Post-IPO Valuation Target

Uber Technologies, Inc. provides another high-profile example, but with a different context. CEO Dara Khosrowshahi’s performance award was established before the company’s 2019 IPO. It was designed to incentivize a successful turnaround and drive significant value creation in the public markets following a period of corporate turmoil.³⁸

The core of Khosrowshahi’s award was tied to a single, ambitious valuation target. Uber’s equity value had to sustain an average of at least $120 billion over 90 consecutive trading days.¹³, ³⁸ This was a formidable goal, given the company’s market capitalization averaged around $45 billion in the years following its IPO.¹³ The award also required Khosrowshahi to remain CEO for five years.¹³

Upon meeting these conditions in early 2024, Khosrowshahi unlocked options to purchase 1.75 million shares, valued at approximately $136 million at the time.¹³, ³⁸ This case illustrates the use of a market valuation target not just for growth, but as a key incentive for stabilizing and scaling a company post-IPO.

A Point of Comparison: Relative Total Shareholder Return (rTSR) at Apple and Alphabet

In contrast to the absolute market capitalization targets used by Tesla, Axon, and Uber, many mature technology companies employ Relative Total Shareholder Return (rTSR). TSR is a comprehensive measure that includes both stock price appreciation and dividends.³⁹, ⁴⁰, ⁴¹ The “relative” component measures the company’s TSR against a peer group or a market index, such as the S&P 500.⁴² The key advantage of rTSR is that it filters out general market movements, rewarding executives for outperforming competitors rather than simply benefiting from a rising market.²², ⁴²

• Apple: Apple Inc. incorporates rTSR as a primary performance metric for a significant portion of its executives’ performance-based Restricted Stock Units (RSUs).⁴³, ⁴⁴ Performance is measured against the other companies in the S&P 500 over a multi-year period.⁴³ This structure ensures that executive payouts are directly linked to Apple’s ability to deliver superior returns compared to the broader market.⁴⁰, ⁴⁵, ⁴⁶, ⁴⁷, ⁴⁸, ⁴⁹
• Alphabet: In 2019, Alphabet Inc. marked a significant shift by introducing Performance Stock Units (PSUs) for CEO Sundar Pichai tied to the company’s rTSR.⁵⁰ The plan features tranches that vest based on Alphabet’s TSR performance relative to the S&P 100 index over two- and three-year periods.⁵⁰ The payout can range from 0% to 200% of the target award depending on the level of outperformance.⁵⁰

The contrast between these two approaches reveals dueling philosophies. The mega-grants at Tesla and Axon are akin to a venture capital mindset, rewarding absolute, monumental growth. The rTSR models at established giants like Apple and Alphabet reflect a more mature strategic posture, focused on sustained market leadership.

Company	CEO	Grant Year(s)	Primary Performance Metric	Specific Targets/Hurdles	Secondary/Operational Milestones	Performance Period	Key Guardrails
Tesla	Elon Musk	2018	Market Capitalization (Absolute)	Increase from ~$59B to $650B in 12 tranches of $50B each.	16 revenue or adjusted EBITDA targets.	10 years	5-year post-exercise holding period.
Axon	Rick Smith	2018	Market Capitalization (Absolute)	Increase from <$1.5B to $13.5B in 12 tranches.	Escalating revenue or adjusted EBITDA targets.	10 years	2.5-year post-exercise holding period.
Uber	Dara Khosrowshahi	Pre-2019 IPO	Market Valuation (Absolute)	Sustain a $120B valuation for 90 consecutive trading days.	None specified.	N/A	5-year service requirement.
Apple	Tim Cook	Annual	Relative Total Shareholder Return (rTSR)	TSR performance relative to the S&P 500 index.	Company financial performance (e.g., operating income).	3 years	N/A
Alphabet	Sundar Pichai	2019	Relative Total Shareholder Return (rTSR)	TSR performance relative to the S&P 100 index.	None specified for this award.	2-3 years	N/A

The Illiquid Promise: Valuation-Based Compensation in Private Markets

Beyond the glare of the public stock market, an even more direct linkage between executive fortune and company valuation thrives in the world of privately held, high-growth startups. For these firms, especially the so-called “unicorns,” the entire compensation philosophy is built around the promise of a future liquidity event.⁵¹, ⁵² Executive fortunes are tied directly to the growth of the company’s enterprise value.⁵¹, ⁵²

Structuring Pay in the Absence of a Public Market

For private companies, a daily stock price is unavailable. Therefore, long-term incentives (LTIs) form the vast majority of an executive’s potential compensation, far outweighing salary and annual bonuses.⁵¹, ⁵² The primary goal is to create a strong alignment between the executive team and investors, focusing all efforts on increasing the company’s value in anticipation of an eventual exit.⁵¹, ⁵²

The most common instruments used are equity or equity-like awards that derive their value from the company’s appreciation⁵²:

• Stock Options: The right to purchase company stock at a predetermined price, valuable only if the company’s valuation increases.⁵²
• Profits Interests (in LLCs): A form of equity granting a share of the future appreciation in the company’s value.⁵²
• Phantom Equity or Stock Appreciation Rights (SARs): Cash-based awards that pay out an amount equal to the increase in the company’s value.⁵²

A critical component of this process is the valuation of the company’s stock. To grant stock options at a defensible price, private companies must establish the Fair Market Value (FMV) of their common stock.⁵³, ⁵⁴ This is typically done through an independent appraisal known as a 409A valuation.⁵³, ⁵⁴ These valuations are essential for avoiding significant tax penalties and are scrutinized by the SEC in the run-up to an IPO.⁵³

The “Unicorn” Incentive: Growth Towards an Exit

The dynamic of valuation-based pay is most pronounced among “unicorns”—privately held startups with valuations exceeding $1 billion.⁵², ⁵⁵, ⁵⁶ Recent data indicates there are over 1,600 such companies globally.⁵⁷ A unicorn’s valuation is not based on current profitability but on its perceived potential for exponential growth, as determined by its venture capital investors.⁵⁶

For executives at these firms, the compensation structure creates a high-stakes race toward a liquidity event, such as an IPO or acquisition.⁵¹, ⁵² Each new funding round sets a higher valuation, which becomes the de facto performance benchmark. The executive team is thus intensely incentivized to pursue strategies that support a continuously escalating valuation.

As these companies mature, their equity strategies often evolve. Many firms transition from granting stock options to granting Restricted Stock Units (RSUs) once they approach a $1 billion valuation.⁵⁸ RSUs represent a promise to deliver shares at a future date and, unlike options, have value even if the stock price does not appreciate.⁵⁸

This pre-IPO compensation framework creates unique pressures. The relentless focus on achieving an attractive valuation can incentivize a “growth-at-all-costs” mentality. This may lead to the neglect of foundational elements like corporate governance or sustainable unit economics. The primary mission can become building a company that appears valuable to IPO investors, which is not always synonymous with building a company that possesses long-term, durable value.⁵⁹

An Exploratory Analysis of Unintended Externalities

A critical question arises from the use of aggressive, market cap-focused compensation plans. Do they create negative externalities—costs borne by customers, employees, or the public—that are not captured by the singular metric of shareholder value? An examination of the public records for Tesla, Axon, and Uber reveals a pattern of significant non-financial issues. These include safety investigations, regulatory actions, and a high volume of customer complaints. While a direct causal link is difficult to prove, the evidence supports a compelling hypothesis about the consequences of such an intense, narrowly focused incentive structure.

Data Point: Tesla’s Contradictory Public Profile

Tesla’s relationship with its customers and regulators is complex. On one hand, the company enjoys remarkable brand loyalty and high customer satisfaction scores. The 2024 American Customer Satisfaction Index (ACSI) showed Tesla tying for first place in the luxury brand market with a score of 83 out of 100.⁶⁰, ⁶¹ Other reports highlight an exceptionally high Net Promoter Score (NPS).⁶²

On the other hand, the company is the subject of significant public complaints and regulatory scrutiny. The National Highway Traffic Safety Administration (NHTSA) has launched multiple, large-scale investigations into Tesla’s vehicles, covering millions of cars.⁶³, ⁶⁴, ⁶⁵ These probes focus on critical safety concerns, including:

• Autopilot and Full Self-Driving (FSD): Investigations into numerous crashes, some fatal, involving these systems.⁶³, ⁶⁵ A recent probe was opened into nearly 2.9 million vehicles over reports of traffic safety violations.⁶⁴, ⁶⁵
• Phantom Braking: The NHTSA received over 750 complaints about Tesla vehicles suddenly braking at high speeds, prompting an investigation into over 400,000 vehicles.⁶³
• Other Safety Issues: The company has faced hundreds of reports related to “sudden unintended acceleration,” brake failures, and suspension problems.²⁷

Furthermore, records from the Better Business Bureau (BBB) show a pattern of customer complaints related to service, delivery, and customer support, with the BBB noting that Tesla is “in the process of responding to previously closed complaints”.⁶⁶, ⁶⁷

Data Point: Axon’s Institutional Challenges

As Axon’s primary customers are law enforcement agencies, its public complaint profile is different but significant. The most prominent action against the company has been a multi-year antitrust challenge from the Federal Trade Commission (FTC). The FTC’s complaint, issued in January 2020, alleged that Axon’s 2018 acquisition of its competitor, VieVu, LLC, was anticompetitive.⁶⁸, ⁶⁹ The complaint argued the merger eliminated competition and allowed Axon to impose significant price increases.⁶⁸, ⁶⁹ This legal battle escalated to the Supreme Court before the FTC ultimately dismissed its complaint in October 2023.⁶⁸, ⁷⁰, ⁷¹

In addition, Axon has faced criticism from civil liberties organizations. The American Civil Liberties Union (ACLU), for instance, has raised serious concerns about Axon’s AI-powered software, “Draft One,” which auto-generates police reports from body camera audio.⁷² Critics warn of potential algorithmic bias, inaccuracies, and a lack of transparency.⁷², ⁷³

Data Point: Uber’s Volume of Safety and Service Failures

Uber’s public record is marked by an exceptionally high volume of customer complaints and deeply concerning safety statistics. According to the Better Business Bureau, over 23,700 complaints have been filed against the company in the last three years.⁷⁴, ⁷⁵, ⁷⁶

More alarmingly, Uber’s own safety reports document thousands of severe safety incidents on its platform.

• Sexual Assault: The 2019-2020 report disclosed 3,824 incidents of the five most severe categories of sexual assault.⁷⁷ A separate analysis covering 2017 to 2022 revealed a total of 400,181 reports of sexual assault or misconduct.⁷⁸, ⁷⁹
• Fatalities: The reports also track fatalities. In 2019-2020, there were 101 deaths from 91 fatal crashes involving Uber trips.⁸⁰, ⁸¹ The subsequent report for 2021-2022 showed an increase to 153 deaths in 127 fatal crashes.⁸⁰, ⁸² Fatalities from physical assaults also rose from 20 to 36 between the two reports.⁸³, ⁸²

Company	Metric Type	Key Quantitative Data	Summary of Qualitative Findings
Tesla	NHTSA Investigations	~2.9 million vehicles in FSD probe; ~416,000 in phantom braking probe.	Focus on safety of driver-assistance tech, build quality, and sudden acceleration.
	BBB Complaints	Not rated; “in the process of responding to previously closed complaints”.	Recurring issues with service/repair appointments, delivery, and customer support responsiveness.
Axon	FTC Antitrust Action	N/A	Allegations that the 2018 acquisition of competitor VieVu reduced competition and led to higher prices for police departments.
	Civil Liberties Concerns	N/A	Criticism of AI-powered report-writing software for potential bias and lack of transparency.
Uber	BBB Complaints	23,712 complaints in the last 3 years.	High volume of issues related to service, delivery, billing, and product quality.
	Official Safety Reports	2,717 serious sexual assaults (2021-22); 153 motor vehicle fatalities (2021-22).	Persistent, high numbers of severe safety incidents, including sexual assault and physical assault fatalities.

Synthesis and Hypothesis: The “Externalities of Focus” Theory

A direct, provable causal link between a compensation plan and a specific customer complaint is likely impossible to establish. However, the pattern of evidence supports a powerful hypothesis: that mega-grants tied to a single financial metric create a corporate culture of “benign neglect” toward critical non-financial functions. This, in turn, leads to a predictable increase in negative externalities.

The logic proceeds as follows:

1. Finite Resources: A company’s leadership attention, engineering talent, and capital are all finite.
2. Singular Incentive: The compensation plans at these companies create an overwhelmingly powerful incentive to focus on one objective: exponential growth in market capitalization.
3. Rational Prioritization: Rational management will naturally allocate its finite resources to activities that most directly influence that primary metric. This includes accelerating product launches, rapidly scaling production, and acquiring competitors.
4. Systematic De-Prioritization: Consequently, corporate functions that are essential for long-term success but do not offer an immediate impact on market cap may be systematically de-prioritized. These functions include customer service, quality control, regulatory compliance, and safety protocols.
5. Predictable Externalities: The high volume of safety investigations, service failures, and regulatory conflicts observed are not random failures. They can be viewed as the predictable externalities of a corporate culture laser-focused on a single, immense financial goal.

Counterarguments and Nuance

While the “Externalities of Focus” theory provides a compelling framework, it is important to address potential counterarguments. High-growth, disruptive companies often face significant operational challenges regardless of their compensation structures. Rapid scaling can strain quality control, and intense competition can lead to aggressive business practices. These “growing pains” are common in innovative sectors.

However, the mega-grant compensation model likely acts as a powerful accelerant. By creating an unusually intense and singular focus on market value, it can amplify the tendency to prioritize speed and scale over robustness and responsibility. A different compensation structure would not eliminate all such problems, but it might foster a more balanced approach to growth.

Broader Industry Parallels

This pattern is not unique to the technology sector. The energy industry has provided stark examples where an intense focus on short-term profitability has been linked to catastrophic failures. The 2010 BP Deepwater Horizon oil spill, for instance, was preceded by a period where executive incentives heavily rewarded cost-cutting, allegedly leading to compromises on safety protocols.⁸⁴

Similarly, the financial sector before the 2008 crisis saw compensation structures that rewarded short-term profits from high-risk financial products. This created massive systemic risk that resulted in a global economic downturn.²³, ²⁴, ²⁵ These cases reinforce the hypothesis that when executive compensation is too narrowly focused on a single set of financial metrics, the risk of significant negative externalities increases across all industries.

Conclusion and Recommendations for Fiduciary Oversight

The evolution of executive compensation has culminated in the modern mega-grant, a powerful but perilous tool. While designed to align executive and shareholder interests, the intense focus on market capitalization carries significant risks. The analysis of companies like Tesla, Axon, and Uber suggests that a singular focus on a financial metric can foster a culture that neglects other critical aspects of corporate responsibility. This leads to negative externalities in the form of safety failures, poor customer service, and regulatory conflict. From a fiduciary perspective, this model requires significant reform and enhanced oversight.

Recommendations for Compensation Committees and Boards

Corporate boards are the first line of defense against poorly designed incentive structures. To mitigate these risks, boards should adopt a more holistic and prioritized approach to performance evaluation.

• 1. Diversify Performance Metrics: Boards must resist the allure of a single metric. The vesting of significant equity awards should be contingent not only on market cap or TSR targets but also on meeting pre-defined, rigorous goals in critical non-financial areas. This creates a balanced scorecard that encourages sustainable, responsible growth. Examples include:
  • Manufacturing/Automotive (e.g., Tesla): Product defect rates, vehicle recall frequency, on-time delivery percentages, and customer support ticket resolution times.⁸⁵
  • Service/Platform (e.g., Uber): Customer satisfaction scores (NPS), safety incident report rates, and driver/employee retention rates.⁸⁵
  • B2B Technology (e.g., Axon): Customer retention/churn rates, system uptime/reliability, and metrics related to product safety and ethical AI deployment.⁸⁵
  • Cross-Industry ESG Metrics: A growing number of companies are incorporating Environmental, Social, and Governance (ESG) metrics, such as carbon emissions reduction, employee diversity targets, and supply chain ethics, into compensation plans.⁸⁶, ⁸⁷, ⁸⁸
• 2. Implement Robust Clawback and Malus Provisions: Compensation plans must include strong “clawback” provisions to recoup paid compensation and “malus” clauses to cancel unvested awards. These should be triggered not only by financial restatements but also in cases of significant executive misconduct, severe reputational damage, or major compliance failures.
• 3. Strengthen Board Independence and Expertise: The pay-setting process must be a truly arm’s-length negotiation.⁸⁹, ⁹⁰, ⁹¹, ⁹² This requires a compensation committee composed entirely of independent directors with the expertise to challenge executive demands. Committees must retain their own independent compensation consultants to ensure they receive unbiased advice.

Recommendations for Institutional Investors and Regulators

Institutional investors, as the ultimate owners, have a critical role in holding boards accountable. Regulators can facilitate this oversight by improving disclosure requirements.

• Exercise “Say-on-Pay” with Greater Scrutiny: The advisory “Say-on-Pay” vote is a powerful tool for shareholders to express disapproval.⁹³ Investors should vote against plans that are excessively reliant on a single metric, lack sufficient guardrails, or show a disconnect between executive pay and broader measures of corporate health.
• Advocate for Expanded Pay-Versus-Performance Disclosure: The SEC’s current disclosure rules focus primarily on financial metrics. Investors should petition the SEC to expand these requirements. Companies should be required to disclose key, industry-relevant non-financial metrics alongside financial data. This would give shareholders a more holistic picture of executive performance, enabling more informed decisions.

Implementation Challenges

Implementing these recommendations is not without its challenges. Defining and measuring non-financial metrics can be complex, and there is a risk that executives may “game” these metrics if they are poorly designed.⁹⁴, ⁹⁵, ⁹⁶ Furthermore, boards may lack the specific expertise to set appropriate targets and may face resistance from executives who prefer the simplicity of purely stock-based goals.⁹⁵

Overcoming these hurdles requires a commitment from the board to engage independent experts, establish clear standards for non-financial performance, and maintain a transparent dialogue with shareholders.

Ultimately, the goal of executive compensation should be to foster resilient, long-term value creation. This requires moving beyond a singular focus on market capitalization and embracing a more comprehensive definition of performance. Such a definition holds leadership accountable not only for the wealth they generate for shareholders but also for their company’s impact on all stakeholders and society at large.

Works Cited

1. Wikipedia. “Executive compensation.” Accessed October 23, 2025. https://en.wikipedia.org/wiki/Executive_compensation
2. U.S. Securities and Exchange Commission. “Definitive Proxy Statement – Apple Inc.” January 6, 2022. https://www.sec.gov/Archives/edgar/data/320193/000119312522003583/d222670ddef14a.htm
3. Frydman, C., and Saks, R. E. “Historical Trends in Executive Compensation, 1936-2003.” The Journal of Economic History. January 2007. https://www.researchgate.net/publication/246379315_Historical_Trends_in_Executive_Compensation_1936-2003
4. Frydman, C., and Saks, R. E. “Executive Compensation in America: Optimal Contracting or Managerial Power?” Stanford University. 2005. https://inequality.stanford.edu/sites/default/files/media/_media/pdf/Reference%20Media/Frydman%20and%20Saks_2005_Elites.pdf
5. Secfi. “The history of employee stock options.” July 4, 2023. https://secfi.com/learn/history-of-employee-stock-options
6. Frydman, C., and Saks, R. E. “Trends in Executive Compensation, 1936-2005.” Federal Reserve Bank of New York. 2007. https://fcic-static.law.stanford.edu/cdn_media/fcic-docs/2007-01-18%20Frydman-Saks%20Trends%20in%20Executive%20Compensation.pdf
7. Savarese, A. “Executive Compensation: A Historical Perspective.” Harvard University. 2007. https://histecon.fas.harvard.edu/crisis-next/1907/docs/Savarese-Executive_Compensation.pdf
8. Hall, B. J., and Liebman, J. B. “CEO Pay is Linked to Firm Performance Via Stock Options.” National Bureau of Economic Research. February 1998. https://www.nber.org/digest/feb98/ceo-pay-linked-firm-performance-stock-options
9. Gabaix, X., and Landier, A. “Why Has CEO Pay Increased So Much?” National Bureau of Economic Research. July 2006. https://www.nber.org/system/files/working_papers/w12365/w12365.pdf
10. Economic Policy Institute. “CEO pay.” Accessed October 23, 2025. https://www.epi.org/publication/ceo-pay/
11. Gould, E., Bivens, J., and Kandra, J. “CEO pay increased in 2024 and is now 281 times that of the typical worker.” Economic Policy Institute. September 25, 2025. https://www.epi.org/blog/ceo-pay-increased-in-2024-and-is-now-281-times-that-of-the-typical-worker-new-epi-landing-page-has-all-the-details/
12. Lueg, R., and Krastev, B. “The Pay-Performance Sensitivity of the CEO: A Replication and Extension of Jensen and Murphy (1990b).” Corporate Ownership & Control. Spring 2022. https://portal.findresearcher.sdu.dk/files/209973059/cocv19i3art13.pdf
13. ProPublica. “The Executive Pay Cap That Backfired.” Accessed October 23, 2025. https://www.propublica.org/article/the-executive-pay-cap-that-backfired
14. Bebchuk, L. A., and Fried, J. M. “Executive Compensation as an Agency Problem.” Journal of Economic Perspectives. Summer 2003. https://wol.iza.org/uploads/articles/472/pdfs/efficient-markets-managerial-power-and-ceo-compensation.pdf
15. Pepper, S. “The market failure approach to executive pay.” LSE Business Review. November 15, 2022. https://blogs.lse.ac.uk/businessreview/2022/11/15/the-market-failure-approach-to-executive-pay/
16. Luo, Y., et al. “Does the Executive Pay Bandwagon Benefit Corporate Innovation?” PLOS ONE. 2022. https://pmc.ncbi.nlm.nih.gov/articles/PMC9706138/
17. Ye, V., and Xu, Y. “A common CEO pay strategy is stalling innovation, a new study reveals why.” Virginia Tech. April 2025. https://news.vt.edu/articles/2025/04/pamplin-common-ceo-strategy-stalling-innovation.html
18. Piccolo, A. “Executive Compensation and Corporate Short-Termism.” Centre for Studies in Economics and Finance. 2020. https://www.csef.it/IMG/pdf/jmp_alessiopiccolo.pdf
19. Pozen, R. C. “Curbing Short-Termism in Corporate America: Focus on Executive Compensation.” Brookings Institution. 2014. https://www.brookings.edu/articles/curbing-short-termism-in-corporate-america-focus-on-executive-compensation/
20. Bolton, P., et al. “Executive Compensation and Risk Taking.” Federal Reserve Bank of New York. July 2010. https://www.newyorkfed.org/medialibrary/media/research/staff_reports/sr456.pdf
21. Flammer, C. “Short-Termism and Executive Compensation.” CESifo Forum. 2021. https://www.ifo.de/DocDL/CEsifo-forum-2021-3-flammer-short-termism-and-executive-compensation.pdf
22. Cooley. “Should Executive Comp Really Be Tied to Stock Price?” June 13, 2013. https://www.cooley.com/news/insight/2013/should-executive-comp-really-be-tied-to-stock-price
23. Edmans, A., et al. “CEO Compensation.” Review of Finance. 2017. https://academic.oup.com/rof/article/21/5/1805/3886046
24. Edmans, A., et al. “Pay for Short-Term Performance: The Effect of Speculative Stock Prices on Managerial Incentives.” Princeton University. 2005. https://www.princeton.edu/~wxiong/papers/ceo.pdf
25. Kapinos, P. “Managerial Short-Termism and Optimal Executive Compensation.” Federal Deposit Insurance Corporation. 2016. https://archive.fdic.gov/view/fdic/11954
26. GGS Information Services. “Tesla Executive Compensation Teardown.” Accessed October 23, 2025. https://ggsitc.com/insights/executive-compensation-teardown/tesla-executive-compensation-teardown-3
27. Wikipedia. “Criticism of Tesla, Inc.” Accessed October 23, 2025. https://en.wikipedia.org/wiki/Criticism_of_Tesla,_Inc.
28. U.S. Securities and Exchange Commission. “Definitive Proxy Statement – Tesla, Inc.” February 8, 2018. https://www.sec.gov/Archives/edgar/data/1318605/000119312518035345/d524719ddef14a.htm
29. NASDAQ. “Everything You Need to Know About Tesla’s New Compensation Package for Elon Musk.” January 23, 2018. https://www.nasdaq.com/articles/everything-you-need-know-about-teslas-new-compensation-package-elon-musk-2018-01-23
30. Tulipshare. “Resolution to Address the Risks of Linking Executive Pay to ESG.” Accessed October 23, 2025. https://tulipshare.com/engagements/tsla
31. U.S. Securities and Exchange Commission. “Form 10-K/A – Tesla, Inc.” April 28, 2021. https://www.sec.gov/Archives/edgar/data/1318605/000156459021022604/tsla-10ka_20201231.htm
32. U.S. Securities and Exchange Commission. “Form 10-K/A – Tesla, Inc.” April 28, 2025. https://ir.tesla.com/_flysystem/s3/sec/000110465925042659/tm252787d2_10ka-gen.pdf
33. U.S. Securities and Exchange Commission. “Form 8-K – Axon Enterprise, Inc.” September 10, 2021. https://www.sec.gov/Archives/edgar/data/1069183/000155837021012403/axon-20210910x8k.htm
34. MyLogIQ. “Taser Boss Tops Ranking of Highest-Paid CEOs, With $165 Million.” June 4, 2025. https://www.mylogiq.com/insight/taser-boss-tops-ranking-of-highest-paid-ceos-with-165-million-heres-the-list/
35. Simply Wall St. “Axon Enterprise, Inc. (NASDAQ:AXON) Leadership & Management Team Analysis.” Accessed October 23, 2025. https://simplywall.st/stocks/us/capital-goods/nasdaq-axon/axon-enterprise/management
36. Simply Wall St. “Axon Enterprise, S.A.B. de C.V. (BMV:AXON CPO) Leadership & Management Team Analysis.” Accessed October 23, 2025. https://simplywall.st/stocks/mx/capital-goods/bmv-axon/axon-enterprise-shares/management
37. Fox Business. “S&P 500 CEOs’ compensation in 2024 highlights vast differences, from Rick Smith to Tim Cook.” October 19, 2025. https://www.foxbusiness.com/business-leaders/sp-500-ceos-compensation-2024-highlights-vast-differences-from-rick-smith-tim-cook
38. Plan Insurance. “Uber CEO receives bumper pay day.” March 19, 2024. https://www.planinsurance.co.uk/blog/uber-ceo-receives-bumper-pay-day/
39. Investopedia. “Total Shareholder Return (TSR): How to Calculate and Use It.” October 1, 2025. https://www.investopedia.com/terms/t/tsr.asp
40. Morgan Stanley. “Total Shareholder Return: A Primer.” 2015. https://www.morganstanley.com/im/publication/insights/articles/article_totalshareholderreturns.pdf
41. Mercer Capital. “Relative Total Shareholder Return Compensation.” Accessed October 23, 2025. https://mercercapital.com/article/relative-total-shareholder-return-compensation/
42. Harvard Law School Forum on Corporate Governance. “The CEO-Shareholder Straightforward: Rewards for Long-Term Performance.” October 23, 2023. https://corpgov.law.harvard.edu/2023/10/23/the-ceo-shareholder-straightforward-rewards-for-long-term-performance/
43. U.S. Securities and Exchange Commission. “2025 Proxy Statement – Apple Inc.” 2025. https://s2.q4cdn.com/470004039/files/doc_financials/2025/Proxy_Statement_2025.pdf
44. Quantum Accounting Inc. “Executive Compensation – Apple Inc.” 2018. https://quantum.accountants/wp-content/uploads/2018/12/Apple-CDA.pdf
45. The Motley Fool. “Alphabet Just Tied Its CEO’s Pay to Stock Price Performance: Here’s Why That Matters.” December 27, 2019. https://www.fool.com/investing/2019/12/27/alphabet-just-tied-its-ceos-pay-to-stock-price-per.aspx
46. Trefis. “Apple Total Shareholder Return (TSR).” Accessed October 23, 2025. https://www.trefis.com/data/companies/AAPL/no-login-required/pmKKLb25/Apple-Total-Shareholder-Return-TSR-25-3-in-2023-and-15-3-3-yr-returns-above-peer-average-
47. Investing.com. “Apple Shareholders Elect Directors, Approve Executive Pay.” February 25, 2025. https://www.investing.com/news/sec-filings/apple-shareholders-elect-directors-approve-executive-pay-93CH-3890917
48. Equilar. “The Effects of CEO Ownership on Shareholder Return.” Accessed October 23, 2025. https://www.equilar.com/blogs/404-the-effects-of-ceo-ownership-on-shareholder-return.html
49. U.S. Securities and Exchange Commission. “Definitive Proxy Statement – Oracle Corporation.” September 24, 2021. https://www.sec.gov/Archives/edgar/data/1341439/000119312521282422/d162163ddef14a.htm
50. ResearchGate. “Strategic Executive Compensation in Alphabet: Governance and Long-Term Alignment.” 2025. https://www.researchgate.net/publication/394144842_Strategic_Executive_Compensation_in_Alphabet_Governance_and_Long-Term_Alignment
51. Wellington Management. “Compensation best practices for private companies.” 2023. https://www.wellington.com/en/insights/compensation-best-practices-private-companies
52. Pearl Meyer. “Trends and Opportunities in Private Company Executive Compensation.” 2024. https://pearlmeyer.com/insights-and-research/ask-the-expert/trends-and-opportunities-in-private-company-executive-compensation
53. Carta. “How do private company valuations work?” Accessed October 23, 2025. https://carta.com/learn/startups/equity-management/private-company-valuations/
54. Orrick. “Equity Compensation Considerations for Pre-IPO Companies.” June 2018. https://www.orrick.com/en/Insights/2018/06/Equity-Compensation-Considerations
55. Investopedia. “Unicorn: A Billion-Dollar Startup Company.” June 25, 2024. https://www.investopedia.com/terms/u/unicorn.asp
56. Harvard Law School Forum on Corporate Governance. “The Unicorn IPO Report.” March 20, 2019. https://corpgov.law.harvard.edu/2019/03/20/the-unicorn-ipo-report/
57. Crunchbase. “The Crunchbase Unicorn Board.” October 21, 2025. https://news.crunchbase.com/unicorn-company-list/
58. Sequoia. “A guide to executive equity compensation.” August 2024. https://www.sequoia.com/2024/08/executive-equity-compensation/
59. McKinsey & Company. “Grow fast or die slow: Why unicorns are staying private.” May 2016. https://www.mckinsey.com/~/media/McKinsey/Industries/Technology%20Media%20and%20Telecommunications/High%20Tech/Our%20Insights/Grow%20fast%20or%20die%20slow%20Why%20unicorns%20are%20staying%20private/Grow-fast-or-die-slow-Why-unicorns-are-staying-private.pdf
60. CarPro. “2024 American Customer Satisfaction Index Results.” 2024. https://www.carpro.com/blog/american-customer-satisfaction-index-results
61. Teslarati. “Tesla tops Consumer Satisfaction Index for luxury vehicles with Mercedes-Benz.” August 20, 2024. https://www.teslarati.com/tesla-tops-consumer-satisfaction-index-acsi-luxury-vehicles-mercedes-benz/
62. CustomerGauge. “Tesla NPS Score 2024.” Accessed October 23, 2025. https://customergauge.com/benchmarks/blog/tesla-nps-score
63. Malm Law. “NHTSA Investigations Into Tesla: What Illinois Drivers Need to Know.” 2024. https://www.malmlegal.com/blog/tesla-nhtsa-investigations/
64. American Bazaar. “NHTSA investigates over 2 million Tesla vehicles over safety concerns.” October 9, 2025. https://americanbazaaronline.com/2025/10/09/nhtsa-investigates-over-2-million-tesla-vehicles-over-safety-concerns-468565/
65. CBS News. “U.S. launches probe into nearly 2.9 million Tesla cars over crashes linked to self-driving system.” October 9, 2025. https://www.cbsnews.com/news/tesla-fsd-nhtsa-investigation-traffic-violations/
66. Better Business Bureau. “Tesla, Inc. | BBB Business Profile.” Accessed October 23, 2025. https://www.bbb.org/us/tx/austin/profile/auto-manufacturers/tesla-inc-0825-1000206071
67. Better Business Bureau. “Tesla Inc. | BBB Business Profile.” Accessed October 23, 2025. https://www.bbb.org/us/wa/bellevue/profile/electric-vehicles/tesla-inc-1296-1000089613
68. Federal Trade Commission. “Axon Enterprise and Safariland, In the Matter of.” October 6, 2023. https://www.ftc.gov/legal-library/browse/cases-proceedings/1810162-axon-enterprise-safariland-matter
69. Federal Trade Commission. “FTC Challenges Consummated Merger of Companies that Market Body-Worn Camera Systems to Large Metropolitan Police Departments.” January 3, 2020. https://www.ftc.gov/news-events/news/press-releases/2020/01/ftc-challenges-consummated-merger-companies-market-body-worn-camera-systems-large-metropolitan
70. Axon. “Axon’s Constitutional Challenge to the FTC’s Structure and Processes.” Accessed October 23, 2025. https://www.axon.com/legal/ftc
71. Oyez. “Axon Enterprise, Inc. v. Federal Trade Commission.” April 14, 2023. https://www.oyez.org/cases/2022/21-86
72. GovTech. “ACLU Slams AI Police Reports, and Axon in Particular.” December 17, 2024. https://www.govtech.com/biz/aclu-slams-ai-police-reports-and-axon-in-particular
73. Compiler. “Police Are Using AI to Write Reports, Deactivating Safeguards.” 2025. https://www.compiler.news/axion-ai-body-camera-police/
74. Better Business Bureau. “Uber | BBB Business Profile.” Accessed October 23, 2025. https://www.bbb.org/us/ca/san-francisco/profile/transportation/uber-1116-438996/addressId/204798
75. Better Business Bureau. “Uber | BBB Complaints.” Accessed October 23, 2025. https://www.bbb.org/us/ca/san-francisco/profile/transportation/uber-1116-438996/complaints
76. Better Business Bureau. “Uber Eats | BBB Business Profile.” Accessed October 23, 2025. https://www.bbb.org/us/tx/austin/profile/delivery-service/uber-eats-0825-1000197903
77. Lawsuit Legal News. “How Safe Are You When You Use Uber?” 2024. https://lawsuitlegalnews.com/news/how-safe-are-you-when-you-use-uber/
78. Feminist Majority Foundation. “Every Eight Minutes: The Crisis of Sexual Assault in Uber Rides.” 2024. https://feminist.org/news/every-eight-minutes-the-crisis-of-sexual-assault-in-uber-rides/
79. Uber. “Uber’s record on safety is clear.” 2024. https://www.uber.com/newsroom/ubers-safety-record/
80. Max Dispatch Service. “Uber Accidents Statistics (2024).” 2024. https://maxdispatchservice.com/uber-accidents-statistics/
81. Injury Lawyer 4 You. “Uber and Lyft Accident Statistics.” 2024. https://www.injurylawyer4you.com/uber-and-lyft-accident-statistics/
82. Levin Simes. “Uber Safety Report.” 2024. https://www.levinsimes.com/blog/uber-safety-report/
83. West Coast Trial Lawyers. “Uber vs. Lyft Accident Rate.” 2024. https://westcoastuberlyftaccidentlawyers.com/uber-vs-lyft-accident-rate/
84. Minor, D. “Executive Compensation and Environmental Harm.” Harvard Business School. 2016. https://www.hbs.edu/ris/Publication%20Files/16-076_ee60daf1-88cb-4959-bb3d-847674322da0.pdf
85. ClearPoint Strategy. “Nonfinancial Performance Measures: Examples & Definitions.” 2024. https://www.clearpointstrategy.com/blog/nonfinancial-performance-measures
86. Cowen Partners. “The Role of Performance Metrics in Executive Compensation.” 2024. https://cowenpartners.com/the-role-of-performance-metrics-in-executive-compensation/
87. Harvard Law School Forum on Corporate Governance. “ESG Performance Metrics in Executive Pay.” January 15, 2024. https://corpgov.law.harvard.edu/2024/01/15/esg-performance-metrics-in-executive-pay/
88. Harvard Law School Forum on Corporate Governance. “ESG Performance Metrics in Executive Compensation Strategies.” January 7, 2025. https://corpgov.law.harvard.edu/2025/01/07/esg-performance-metrics-in-executive-compensation-strategies/
89. BoardSource. “Executive Evaluation & Compensation.” Accessed October 23, 2025. https://boardsource.org/fundamental-topics-of-nonprofit-board-service/executive-evaluation-compensation/
90. Harvard Law School Forum on Corporate Governance. “The Board’s Role in CEO and Director Compensation.” October 20, 2025. https://corpgov.law.harvard.edu/2025/10/20/the-boards-role-in-ceo-and-director-compensation/
91. MDPI. “Board Structure and CEO Compensation: Evidence from an Emerging Market.” 2022. https://www.mdpi.com/2071-1050/14/18/11719
92. ResearchGate. “Board Control and CEO Compensation.” 2016. https://www.researchgate.net/publication/229664643_Board_Control_and_CEO_Compensation
93. Compensation Advisory Partners. “Activist Investors and Executive Pay.” 2024. https://www.capartners.com/cap-thinking/activist-investors-and-executive-pay/
94. Morrissey, D. J. “Executive Compensation and Income Inequality.” William & Mary Business Law Review. 2013. https://scholarship.law.wm.edu/wmblr/vol4/iss1/2/
95. SHRM. “Executive Compensation Plan Design.” 2024. https://www.shrm.org/topics-tools/tools/toolkits/executive-compensation-plan-design
96. Northwestern Pritzker School of Law. “The SEC’s Compensation Clawback Loophole.” 2023. https://scholarlycommons.law.northwestern.edu/cgi/viewcontent.cgi?article=1332&context=nulr_online
97. Oxford Business Law Blog. “Clawback Provisions in Executive Compensation Contracts.” August 20, 2020. https://blogs.law.ox.ac.uk/business-law-blog/blog/2020/08/clawback-provisions-executive-compensation-contracts
98. New York Law School. “Executive Compensation and Income Inequality.” 2013. https://digitalcommons.nyls.edu/cgi/viewcontent.cgi?article=1474&context=nyls_law_review
99. Harvard Law School Forum on Corporate Governance. “What Has Happened To Stock Options?” October 2, 2014. https://corpgov.law.harvard.edu/2014/10/02/what-has-happened-to-stock-options/
100. Financial Policy and Public Interest. “I. Tracing the Evolution of Employee Stock Options.” Accessed October 23, 2025. https://www.financialpolicy.org/dscprimerstockoption2a.htm
101. Federal Reserve. “Historical Trends in Executive Compensation, 1936-2005.” 2007. https://www.federalreserve.gov/pubs/feds/2007/200735/index.html
102. National Bureau of Economic Research. “Historical Trends in Executive Compensation, 1936-2003.” 2007. https://www.nber.org/system/files/chapters/c6440/c6440.pdf
103. Chicago Booth Review. “Are CEOs Overpaid?” 2013. https://www.chicagobooth.edu/review/are-ceos-overpaid
104. Virtus Interpress. “Lessons Learned from CEO Pay and Market Cap Destruction.” 2018. https://virtusinterpress.org/LESSONS-LEARNED-FROM-CEO-PAY-AND.html
105. MDPI. “CEO Pay Bandwagon and Corporate Innovation.” 2022. https://pmc.ncbi.nlm.nih.gov/articles/PMC9720251/
106. National Bureau of Economic Research. “Are CEOs Paid Like Bureaucrats?” 1997. https://www.nber.org/system/files/working_papers/w6213/w6213.pdf
107. Claremont McKenna College. “The Determinants of CEO Compensation: An Empirical Analysis.” 2024. https://scholarship.claremont.edu/cgi/viewcontent.cgi?article=5001&context=cmc_theses
108. Blank Rome. “Executive Compensation Best Practices.” 2011. https://www.blankrome.com/publications/executive-compensation-best-practices
109. U.S. Securities and Exchange Commission. “Definitive Proxy Statement – Oracle Corporation.” September 24, 2021. https://www.sec.gov/Archives/edgar/data/1341439/000119312521282422/d162163ddef14a.htm
110. U.S. Securities and Exchange Commission. “Definitive Proxy Statement – Oracle Corporation.” 2025. https://www.sec.gov/Archives/edgar/data/1341439/000119312525220801/d72066ddef14a.htm
111. Oracle. “Oracle Announces Fiscal 2025 Fourth Quarter and Fiscal Full Year Financial Results.” June 11, 2025. https://investor.oracle.com/investor-news/news-details/2025/Oracle-Announces-Fiscal-2025-Fourth-Quarter-and-Fiscal-Full-Year-Financial-Results/default.aspx
112. Oracle. “Oracle Announces Fiscal Year 2026 First Quarter Financial Results.” 2025. https://investor.oracle.com/investor-news/news-details/2025/Oracle-Announces-Fiscal-Year-2026-First-Quarter-Financial-Results/default.aspx
113. Justia. “Axon Enterprise, Inc. v. Federal Trade Commission.” April 14, 2023. https://supreme.justia.com/cases/federal/us/598/21-86/
114. Federal Trade Commission. “Complaint Counsel’s Unopposed Motion to Withdraw This Matter from Adjudication.” June 9, 2023. https://www.ftc.gov/system/files/ftc_gov/pdf/607857.2023.06.09_ccs_motion_to_withdraw_from_adjudication_public_1.pdf
115. Better Business Bureau. “Tesla Solar Technologies Company | BBB Reviews.” Accessed October 23, 2025. https://www.bbb.org/us/il/glenview/profile/solar-energy-contractors/tesla-solar-technologies-company-0654-88588323/customer-reviews
116. The Conference Board. “Pay for Performance? CEO Compensation Alignment Post-SEC Rule Change.” 2024. https://www.ecgi.global/sites/default/files/Paper%3A%20Pay%20for%20Performance%3F%20CEO%20Compensation%20Alignment%20Post-SEC%20Rule%20Change.pdf