Tesla Close to Deciding on Musk's $1T Pay Package

Tesla Inc.’s campaign to award its chief executive officer a pay package potentially worth $1 trillion is drawing to a close, and this much is certain: Elon Musk will take it personally.

Board chair Robyn Denholm said as much during an interview with Bloomberg News, offering a view based on direct conversations she’s had with the world’s richest man.

If shareholders vote against the proposal, Musk “will take it as a negative sign on his leadership,” Denholm said last week at Bloomberg’s office in New York. She warned it’s likely that Musk will leave, or not be an active executive at Tesla, if the measure fails. Co-host of 'Bloomberg Tech' Ed Ludlow joined Bailey Lipschultz and Norah Mulinda on 'Bloomberg Businessweek Daily' to break it down.

Of course, one only needs to go back a year for more positive precedent. When shareholders were voting in June 2024 on whether to re-approve a stock award for Musk that had been voided by a judge months earlier, the CEO couldn’t help himself. Hours before voting ended, he posted early results on X showing the resolution would pass by a wide margin, bracketing his message of thanks with heart emojis.

Shareholders have until midnight New York time to decide the fate of Tesla’s latest gargantuan compensation plan that could raise Musk’s stake in the company to 25% within the next decade. To reach that threshold, he’ll have to deliver on targets to dramatically expand Tesla’s market value, revive its flagging car business and get its fledgling robotaxi and robotics efforts off the ground.

Tesla’s board has cast the payout as necessary to keep Musk focused on the company rather than the many other endeavors competing for his time. Denholm has led a weeks-long blitz of institutional investors and media outlets to make the case. Musk himself has gotten in on the act, saying he isn’t comfortable building a “robot army” unless he owns a quarter of the company.

Tesla’s formidable base of retail shareholders also have rallied behind Musk, with some prominent influencers calling for investors to move their funds out of brokerages that vote against the plan.

Corporate governance experts say the offensive leaves investors with little choice, even if they don’t support a trillion-dollar payday for the CEO.

“If you’re a rational shareholder of Tesla, you’re stuck between a rock and a hard place,” said Brian Quinn, a professor at Boston College Law School. The referendum on Musk, he said, is “basically a coercive vote.”

Proxy advisers Institutional Shareholder Services and Glass Lewis recommended investors reject the compensation package, citing concerns with its magnitude and its potential to dilute other shareholders’ ownership. Some prominent investors — most notably Norway’s Norges Bank Investment Management, Tesla’s ninth-largest holder — have said they opposed the proposal.

While NBIM’s vote against may be cause for concern, the wealth fund also rejected prior pay plans for Musk that easily passed. Indeed, the new agreement is expected to win approval, to the point that Wedbush Securities analyst Dan Ives told clients this week to expect a “bright green light” for Musk and his agenda.

Schwab Asset Management on Tuesday pledged to vote for the proposal, joining the likes of Florida’s State Board of Administration, ARK Investment and Baron Capital. Another Tesla shareholder, Baillie Gifford, also intends to vote in favor, according to people familiar with the matter.

“It’s not just the $1 trillion pay package, it’s the ‘grow Tesla sevenfold pay package,’ or ‘double the amount of cars sold pay package,’” said Nancy Tengler, CEO of Laffer Tengler Investments, who’s voting in favor of the plan. “I see a visionary CEO that’s hit almost unreachable objectives before and is uniquely qualified to run this company.”

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