[hackerlight]

> Board approved, shareholders approved

All covered in the judgement. Shareholders can't act in their best interests if they don't know that the advice they're getting is a product of conflict of interests instead of a genuine independent recommendation.

> the company hit the milestones.

Irrelevant since we don't know if the company would have hit those milestones regardless. The ruling covers this, in her judgement Elon had sufficient motivation with existing equity that the pay package was unnecessary from the interests of shareholders.