Tesla is facing a shareholder revolt over plans to hand boss Elon Musk a record-breaking $56bn (£44bn) bonus, with the firm’s second-largest investor behind Musk himself now advised to block the deal.
Influential proxy advisor Glass Lewis said in a report that it encouraged investors in the world’s largest electric vehicle maker to vote against the pay deal at its annual meeting on 13 June.
It said the payment, which would be the largest in corporate history, was “excessive” and that it would dilute the stakes of existing shareholders while concentrating power with Musk.
Glass Lewis’ clients include Vanguard, one of the world’s largest investors and Tesla’s second-biggest shareholder.
The 10-year pay package has proven widely controversial since it was signed off by shareholders in 2018. The deal was contingent on certain targets tied to Tesla’s share price and profitability.
It was voided by a Delaware judge earlier this year, who said Tesla directors were “perhaps starry eyed” due to Musk’s “superstar appeal” and did not fully inform shareholders.
After the ruling, Musk vowed to move Tesla’s legal incorporation to Texas – a proposal that will also be put to shareholders on 13 June.
Company directors have argued Musk’s package meant he was dedicated to Tesla. However, Glass Lewis’ report said the deal had apparently failed to keep him focused, citing a “slate of extraordinarily time-consuming projects unrelated to the company”, such as SpaceX and Twitter, now known as X.
It added that Tesla had become “reliant on the presence of one individual for its success”, with Musk’s side projects drawing criticism from shareholders.
As next month’s vote on the pay deal is advisory, Tesla could choose to ignore the outcome. However, a strong show of support from shareholders could bolster a legal appeal against the Delaware ruling.
Tesla has taken the unusual decision to launch a dedicated website urging investors to back its proposals, arguing that Musk’s award is “100 per cent aligned with stockholder interests”.
Glass Lewis also recommended that shareholders block the reelection of Musk’s brother Kimbal to Tesla’s board over independence concerns, while backing the reelection of Rupert Murdoch’s son James, the ex-CEO of 21st Century Fox.