Tesla Board Chair Robyn Denholm Criticizes Proxy Advisors' 'One-Size-Fits-All' Approach To Elon Musk's $1 Trillion Pay Package

Core Viewpoint - Tesla's Board Chair, Robyn Denholm, defends CEO Elon Musk's controversial compensation package against proxy advisory firms ISS and Glass Lewis, arguing that their evaluations are overly simplistic and do not account for Tesla's unique challenges [2][4]. Group 1: Defense of Compensation Package - Denholm criticizes ISS and Glass Lewis for their "one-size-fits-all" approach, stating that they are "fundamentally unable" to evaluate Tesla accurately [2]. - She encourages investors to disregard the advisory firms' recommendations and vote in favor of the Board's proposals at the upcoming Annual Meeting [3]. - Denholm emphasizes that Musk will not receive any compensation unless shareholders achieve exceptional investment returns, linking his pay to significant performance milestones [4]. Group 2: Performance Milestones - The compensation package requires Musk to lead Tesla to an Adjusted EBITDA of $400 billion, which represents a growth of approximately 26 times the current figure, countering claims of easy milestones [5]. - Denholm argues that the ambitious goals set forth in the package are not trivial and require substantial effort and leadership from Musk [5]. Group 3: Investor Appeal - Denholm appeals to investors who believe in Musk's leadership to support the Board's recommendations, suggesting that opposing the package would lead Tesla to become "just another car company" [6]. - The letter comes amid criticism from industry experts, including Ross Gerber, who labeled the compensation award as "insanity" and questioned the Board's independence [6].