A contractual agreement (that Elon met) is 'schmoozing'?
You can't just give yourself a pay-raise. Even if you're the largest shareholder, the controlling member of the board of directors, and CEO of a company.
If you accept the public's money, then the _other_ shareholders, even small minority stakes, have a say in the matter.
If you don't like the fact that Delaware looks out for smaller shareholders, you can I guess move out to other states or something. But for the most part, people accept the fact that public companies have rules that go above-and-beyond normal. Wanton acts of corporate corruption aren't tolerated in Delaware.
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The rule in play here is shareholder fiduciary duty. The Board of Directors failed to represent the needs of all of its shareholders like they are legally obligated to do. A large pay-bonus to a CEO who already controls a large stake in Tesla (who'd benefit from Tesla improving anyway) is obviously a bad move. No other CEO in history had such a large share-increase bonus.
In any case, looking out for the little guy is a deeply American value. We understand the problems associated with Tyranny of the Majority. If you want to fully own a company, then stay a private-business (like the Mars family), don't come begging to the public for public money.
you seem to have it backwards:
> Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson")
Elon Musk, IIRC, was Chairman, Largest Shareholder, and CEO when the deal in question / contract was written.
Elon had a spat with SEC who removed him as chair, but Musk remained largest Shareholders and CEO after that.