On Thursday, Tesla’s shareholders will vote on whether or not to approve Musk’s uniquely structured, all-or-nothing pay package. Initially passed in 2018, the pay proposal was praised by Tesla’s board and shareholders because it was seen as a moonshot, requiring Musk to hit near-impossible goals before he saw any pay. But six years later, after those targets had been hit, the pay was invalidated by a judge, and Tesla’s board was accused of mismanagement.
The size of the pay package combined with Musk’s own status as a superstar entrepreneur and celebrity CEO has turned what should otherwise be a humdrum bit of corporate governance into an international news story. Musk’s fiercest critics see the record-setting pay as the sign of an executive with outsize influence over Tesla’s board, which includes his brother and friends. Supporters, on the other hand, credit Musk with building the company from the ground up and say objections to his pay are only being raised now because he successfully reached all the incentives laid out for him.
As it stands, the fate of Musk’s compensation package is still up in the air. High-profile backers, including the likes of Baron Capital and ARK Invest CEO Cathie Wood, a longtime supporter of Musk, have come out in favor. Planning to vote no are Norwegian sovereign wealth fund Norges Bank Investment Management, managers of pension funds in New York and California, and investment firm Gerber Kawasaki. Lingering on the sidelines are major asset managers such as the Vanguard Group, BlackRock, and State Street Corp., which haven’t declared publicly how they’ll vote but—because of their size—could be the deciding factor. Adding another wrinkle are the many retail investors that collectively own 43% of Tesla’s common stock. On Saturday, Musk said on X that 90% of retail shareholders who had already voted had backed the compensation plan.
Some management experts disagree. The promise of superhuman pay helped drive some of Musk’s more erratic behavior, according to J. Bradford DeLong, professor of economic history at the University of California, Berkeley. “I believe this pay package helped drive his descent from visionary business leader to bizarre carnival barker,” DeLong wrote in an op-ed for the New York Times. “And that set of incentives and responses should not be validated.”
Is high pay good management?
Musk’s pay package was originally approved in 2018 when 73% of shareholders voted in favor of the plan. At one point the plan was worth $56 billion but its value has since gone down to its current value of $45 billion, as Tesla’s stock dropped. After Musk hit his targets, a group of disgruntled shareholders sued to block the move in a Delaware court. Kathleen McCormick, the judge in the case, ruled to reverse the pay plan, citing that the board had not been sufficiently independent.
That is a view that some shareholders agreed with. Tesla’s board is “acting like a family owned business when it’s a publicly traded business,” New York City comptroller Brad Lander told CNBC.
Gerber Kawasaki CEO Ross Gerber, who has called Musk an “absent CEO” and said Tesla needs to have a “real CEO,” said Elon deserves compensation but excoriated the board for what he deemed poor conduct. The “board of directors sucks, to be honest,” Gerber told CNBC. “They just stink. I’ve never seen such a bad board. It’s going to be written about in business schools for years to come to study what a horrendous board Tesla has.”
Tesla’s board chair Robyn Denholm said it was “absolute BS” she wasn’t independent of Musk, as McCormick had suggested.
Other shareholders criticized Musk himself. A constant sore spot for institutional inventors, both those who hail Musk as a visionary and those who detest his personal politics, is his perceived lack of focus. Musk is often criticized for splitting his attention between his various other companies, which include X, SpaceX, and the Boring Company. In an interview with Fortune last month. Lander said the board let Musk focus on his other companies. “Every other major publicly traded company with a genuinely independent board—and many of them with not that independent of a board—expect their CEO to be a full-time CEO for their company,” Lander said.
Chris Ailman, the chief investment officer of CalSTRS, a California pension fund, said Musk is juggling a “million balls in the air” and should just focus on a few. Musk’s top preference, according to Ailman, is the space travel currently being explored at SpaceX.
“He wants to go to Mars, let him fly away,” Ailman said, half joking.
