As executive pay disputes go, the wrangling over $56bn for Elon Musk as CEO of Tesla, the electric carmaker, must be the biggest in history.
This week, however, efforts to have the maverick’s pay deal given the green light by shareholders stalled: proxy advisers Glass Lewis have counselled shareholders to reject it.
According to a report by Bloomberg, Glass Lewis cited the “excessive size“ of the offer and revealed concerns about Musk potentially being overstretched. Glass Lewis writes in a report that “a slate” of “time consuming” responsibilities was well known before the pay deal, which was originally voted through in 2018, and has “only expanded”, referring to Musk’s acquisition of Twitter (now X) in 2022.
The Tesla AGM takes place on 13 June, with the Glass Lewis recommendation coming as the latest episode in a long running saga over Musk’s pay arrangements. Glass Lewis also advises voting against Musk’s proposal to move Tesla’s registration from Delaware to Texas.
Musk’s pay award has remained controversial ever since it was made. In January, a Delaware court ruled in favour of shareholders and nullified the pay deal, calling it “an unfathomable sum”.
The judge’s opinion concluded Musk had influence over the board of directors when it came to granting his pay arrangements. “Suffice it to say,” wrote Judge Kathaleen McCormick, “the compensation committee operated under a ‘controlled mindset’. Rather than negotiation against Musk, the committee engaged in a ‘cooperative and collaborative’ process antithetical to arm’s-length bargaining. Worse, the committee seemed to actively advance Musk’s interests…”.
Since the ruling, Musk has worked on moving Tesla’s registration from Delaware to Texas.
Pensions protest
Glass Lewis is not the first to reveal disquiet about Musk’s pay. Last week, New York City’s pension fund published a letter calling on shareholders to vote against the remuneration plan and against the re-election of Kimbal Musk and James Murdoch to the board.
The letter expresses worries that Tesla does not have a “full-time CEO” and claims that the company is “suffering from a material governance failure which requires our urgent attention and action”.
Another group, including Amalgamated Bank, SOC Investment Group and United Church Funds signed up to the letter too.
The controversy also seems to have had its first casualty. Charles Elson, an academic who has publicly challenged Musk, resigned from a consultancy role at a law firm as tension over the Delaware decision mounted.
The AGM takes place in two weeks. No doubt there will be more headlines before the vote. One of the world’s richest men has managed to conjure up one of the world’s most sensitive corporate governance controversies.