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15 May, 2025

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Shareholder showdown looms for Elon Musk

by Gavin Hinks on June 11, 2024

Tesla’s investors will vote on $56m pay deal this week, with Norges Bank’s fund already declaring its opposition.

Shareholder showdown

Image: kovop/Shutterstock.com

Thursday will see probably the most controversial vote on a pay package in the history of shareholding voting, when investors are polled on Elon Musk’s $56m pay deal at Tesla. This weekend, he encountered new opposition.

Norway’s giant oil wealth fund announced it would vote against the pay deal, joining other influential voices in opposition to what a Delaware judge called an “unfathomable sum” .

Bloomberg reported the Norges Bank Investment Management $1.7trn fund as declaring: “We remain concerned about the total size of the award, the structure given performance triggers, dilution and lack of mitigation of key person risk.”

There has been mounting disquiet about Musk’s pay ever since it was first voted through, back in 2018.

A court ruling in January saw Judge Kathaleen McCormick find in favour of a shareholder, and nullify the pay arrangement.

Musk’s response was to declare he would move Tesla’s registration from Delaware to Texas.

Remco was ‘cooperative’

McCormick criticised Tesla’s remuneration committee. “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…”.

Proxy advisers Glass Lewis and ISS have both come out against Musk, as have a number of other institutions, perhaps most notably New York City’s pension fund, with a letter calling on other shareholders to vote against it. The letter worries that Musk is not a “full-time CEO”.

Musk has launched a website, votetesla.com, targeting retail shareholders and encouraging them to vote in his favour. The site’s homepage declares “Time is running out” and “We need your vote now to protect Tesla and your investment.” It adds that Musk’s “performance award” is “100% aligned with stockholder interests”.

Thursday’s vote will be a major moment. Musk’s proposed pay is an outlier and unlikely to prove a precedent for any other chief executive’s pay. However, it will reveal just how much Tesla shareholders support Musk, despite his run of controversies and troubled leadership of X (formerly Twitter).

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For thoughtful journalism, expert insights on corporate governance and an extensive library of reports, guides and tools to help boards and directors navigate the complexities of their roles, subscribe to Board Agenda

CEO pay, Delaware Court, Elon Musk, Executive pay, Glass Lewis, investor relations, ISS, Kathaleen McCormick, news, Nicolai Tangen, Norges Bank Investment Management, Norway, Remuneration, shareholder voting, Tesla

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