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Another Top Proxy Advisor Recommends Voting Against Elon Musk’s $56 Billion Tesla Pay Package

Another Top Proxy Advisor Recommends Voting Against Elon Musk's $56 Billion Tesla Pay Package

Tesla is once again under the spotlight as another top proxy advisory firm, Institutional Shareholder Services (ISS), has recommended that shareholders vote against Elon Musk’s proposed $56 billion pay package. This advisory comes shortly after a similar recommendation from Glass Lewis, reflecting growing concerns about the compensation plan’s size and potential implications for Tesla and its shareholders.

Background on the Controversial Pay Package

Elon Musk’s pay package, initially approved in 2018, ties his compensation to Tesla’s market performance, including its market value. The deal does not include a salary or cash bonus but is instead heavily weighted on stock options. If Tesla meets specific operational and market value milestones, Musk stands to gain significantly from these stock options.

However, earlier this year, a Delaware judge voided the package, citing flaws in the approval process and questioning the independence of the board members who negotiated the deal. The judge pointed out Musk’s extensive ties with these individuals, raising concerns about the fairness and transparency of the negotiation process​​.

Concerns Raised by Proxy Advisors

ISS and Glass Lewis have both raised several concerns regarding the pay package. They argue that the compensation plan is excessively large and could potentially dilute shareholder value. Moreover, the advisors highlight the additional risks due to Musk’s involvement in multiple other ventures, including SpaceX and the social media platform X (formerly Twitter). This raises questions about his ability to fully dedicate himself to Tesla​​.

Additionally, ISS has recommended against the re-election of Musk’s brother, Kimbal Musk, to Tesla’s Board of Directors, further indicating concerns about governance and potential conflicts of interest within the company’s leadership​​.

Shareholder Meeting and Implications

The recommendations from ISS and Glass Lewis will be crucial during Tesla’s upcoming shareholder meeting scheduled for June 13. At this meeting, shareholders will vote on whether to reinstate Musk’s pay package and consider the company’s proposal to reincorporate in Texas. The outcome of these votes could significantly impact Tesla’s future governance and Musk’s leadership role within the company.

A vote against the pay package would be a major setback for Tesla’s board and could cast doubt on Musk’s leadership. Conversely, securing shareholder approval could strengthen Musk’s position and support Tesla’s appeal against the Delaware judge’s decision​.

Stock Market Reaction

The advisory firm’s recommendations have already impacted Tesla’s stock. Following the announcements, Tesla’s stock experienced a decline, reflecting investor uncertainty and the contentious nature of Musk’s compensation plan​.


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