Tesla shareholders advised to reject Musk’s $56 billion pay

Proxy advisory firm Glass Lewis advised Tesla (NASDAQ) shareholders on Saturday to reject a $56 billion pay package for Chief Executive Officer Elon Musk, which, if approved, would be the largest CEO pay package in U.S. corporate history.

Glass Lewis cited several reasons for this recommendation, including the “excessive size” of the pay deal, its dilutive effect upon exercise, and the concentration of ownership. The firm also highlighted Musk’s “slate of extraordinarily time-consuming projects,” which has expanded with his acquisition of Twitter, now known as X.

The pay package, proposed by Tesla’s board of directors, has faced criticism for the board’s close ties with Musk. The package does not include a salary or cash bonus but instead offers rewards based on Tesla’s market value rising to $650 billion over ten years from 2018. Currently, the company is valued at approximately $571.6 billion, according to LSEG data.

In January, Judge Kathaleen McCormick of Delaware’s Court of Chancery voided the original pay package. Following this, Musk sought to move Tesla’s state of incorporation to Texas from Delaware. Glass Lewis criticized this proposed move to Texas, citing “uncertain benefits and additional risk” for shareholders.

Tesla has urged shareholders to reaffirm their approval of the compensation package. In an interview this month, Tesla’s board chair Robyn Denholm told the Financial Times that Musk deserves the pay package due to the company’s achievement of ambitious revenue and stock price targets.

Musk became Tesla’s CEO in 2008. Under his leadership, the company improved significantly, transitioning from a $2.2 billion loss in 2018 to a $15 billion profit, and increasing vehicle production sevenfold, according to an online campaign website, Vote Tesla.

Additionally, Glass Lewis recommended shareholders vote against the reelection of board member Kimbal Musk, Elon Musk’s brother, while supporting the reelection of former 21st Century Fox CEO James Murdoch.