Former Tesla board member says he wouldn’t vote for Musk’s $56 billion pay package

Amanda Gerut

Tesla’s former audit committee chair and a prominent clean technology venture investor said he wouldn’t back Elon Musk’s $56 billion pay package and he understands why other investors will vote against the CEO’s pay proposal next week.<div class="paywall-selector"></div><div class="paywall">



“Look, Elon’s done an extraordinary job; he’s built one of the transformational companies of the age. But to ask for a $55 billion pay increase at precisely the time when you’ve missed quarterly numbers, growth is slowing down, and you’ve laid off 15% of the workforce is, I’d say, hubris to say the least.”



<a href="https://www.youtube.com/watch?v=t1r4Yw8TuMc">That’s according to Steve Westly</a>, who spoke on CNBC on Thursday. He served on the Tesla board from 2007 to 2010 and is former controller and chief financial officer of the state of California. Westly served on the boards of the state’s two largest pension funds, CalSTRS and CalPERS, which invest more than $500 billion.



The truth is that “an awful lot of the world’s pension funds” including those in California “are highly likely to vote no,” said Westly, adding that it’s going to be “high drama next week, and everybody is going to be watching.”



Tesla shareholders are set to decide a high stakes vote over Musk’s pay package, valued at $56 billion at its highest. <a href="https://www.dechert.com/knowledge/onpoint/2024/2/delaware-court-of-chancery-s-rescission-of-elon-musk-s-us-55-8-b.html#:~:text=The%20Court%20Rescinds%20the%20Entire%20Grant&amp;text=While%20Defendants%20argued%20that%20rescission,offered%20a%20viable%20alternative%20remedy.">A judge in January rescinded his compensation</a> due to governance concerns and the Tesla board is asking shareholders to ratify it a second time at its annual shareholder meeting next week. The board has also asked investors to support a move of the company’s state of incorporation from Delaware to Texas, where Tesla is headquartered.



Tesla’s investor base is a mix of large institutional investors including The <a href="https://fortune.com/company/vanguard/" target="_blank">Vanguard</a> Group, which holds 7.2%, and Blackrock, which holds 5.9%,<a href="https://www.sec.gov/Archives/edgar/data/1318605/000110465924053333/tm2326076d15_def14a.htm#tOOS"> according to Tesla’s 2024 shareholder report.</a> Musk also holds a sizable stake in the company in addition to an army of smaller retail investors that<a href="https://fortune.com/2024/05/14/tesla-elon-musk-ceo-compensation-pay-shareholder-vote-agm-advertising/?utm_source=search&amp;utm_medium=suggested_search&amp;utm_campaign=search_link_clicks"> Tesla has been courting with advertisements and events</a>. Investors have taken to posting on social media when they vote their shares and offering up advice to others about how to make sure they vote in time for the meeting. Other large prominent investors have publicly sided with Musk.&nbsp;



<a href="https://fortune.com/2024/03/15/tesla-cathie-wood-elon-musk-ceo-ross-gerber-shareholders-ark-invest/?utm_source=search&amp;utm_medium=suggested_search&amp;utm_campaign=search_link_clicks">Longtime Tesla bull Cathie Wood</a>,<a href="https://x.com/CathieDWood/status/1798818756141154473"> posted Thursday on X</a> that “no other executive is as aligned with shareholders as Musk.” Based on the pay package up for a vote next week, Musk will have worked without pay since 2018, Wood wrote. Current shareholders will also benefit from another five or more years with Musk leading Tesla, said Wood, founder, CEO, and chief investment officer of Ark Investment Management.



“How can shareholders renege on his pay package AFTER Elon and shareholders already have taken and overcome the risks associated with Tesla’s rise to producing the top selling car in the world? Unconscionably!” Wood wrote.



Yet, other investors are firmly in Westly’s camp. The Westly Group founder said that profitability and growth have slowed from Tesla’s meteoric rise between 2018 and 2021. Plus, shareholders are worried about the company’s ability to deliver a lower-cost Tesla vehicle and full self driving capability.



“The facts on the ground have changed and I think that’s why you’re likely to see shareholders coming back with a very different perspective,” said Westly.



As for whether or not Musk will remain at the EV maker if the proposal fails to win majority support, Westly said it was unclear.



“If you had asked me a year or two ago if Elon would leave Tesla, I would say not in a million years,” he said. “Now, that prospect is a little cloudier—we’ll see.”



Tesla did not immediately respond to a request for comment. </div>

This is “hubris,” said the former audit chairman and VC.


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