Tesla Shareholders Advised to Reject Musk’s $56 Billion Pay Package

Tesla shareholders have been advised to reject a $56 billion pay package for CEO Elon Musk, which had been previously invalidated by a Delaware judge. The compensation package, originally approved in 2018, has come under renewed scrutiny amid concerns about governance and the company’s recent financial performance.

Background of the Pay Package

In 2018, Tesla’s board awarded Musk a compensation package that was potentially worth $55.8 billion over ten years, contingent on meeting certain performance and market capitalization milestones. However, this package was challenged in court by a Tesla shareholder who argued that the package was not negotiated independently and was overly generous.

In January 2024, Delaware Chancellor Kathaleen St. Jude McCormick ruled against the package, citing that it was the result of sham negotiations with a board that was not independent of Musk. Following this ruling, Tesla’s board decided to seek shareholder approval again, arguing that Musk had met all performance targets and that the package was essential for retaining his leadership.

Shareholder Concerns

A group of shareholders has raised concerns about the package, arguing that it is excessive and reflects poorly on Tesla’s corporate governance. These shareholders believe that the package does not align with shareholder interests, especially given the recent decline in Tesla’s stock value and operational challenges.

Since the court ruling, Tesla’s stock has faced significant pressure, losing more than a third of its value this year. The company’s aggressive price cuts on its electric vehicles, aimed at boosting sales, have also led to reduced profit margins. Additionally, Tesla announced a reduction of about 10% of its workforce, approximately 14,000 employees, to cut costs.

Analyst Perspectives

Market analysts have expressed skepticism about the reinstatement. Dan Ives of Wedbush, a usually bullish analyst on Tesla, pointed out that Musk’s future compensation and commitment to the company remain unclear. He emphasized the need for Musk to outline his plans for Tesla’s growth and his role in the company, especially as Tesla faces increased competition and softening demand for electric vehicles.

Tesla’s Board Statement

In their letter to shareholders, Tesla’s board defended the compensation package, stating that Musk’s leadership has been instrumental in Tesla’s growth and success. They argued that Musk had delivered on all operational and stock value targets and that the court’s decision was unfair to both Musk and the shareholders who had originally approved the package.

Upcoming Shareholder Vote

The upcoming vote on Musk’s pay package is set against a backdrop of significant operational challenges and strategic shifts for Tesla, including a proposed move of its corporate headquarters from Delaware to Texas. The board has promised to consider shareholder concerns seriously and make necessary adjustments based on the vote’s outcome.

The upcoming shareholder vote will be a critical moment for Tesla as it navigates its financial and strategic challenges. Shareholders must weigh the benefits of retaining Musk’s leadership against the perceived governance issues and the company’s recent performance. The outcome of this vote could have significant implications for Tesla’s future direction and its leadership under Musk.

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