Tesla Board Chair Denholm: Musk pay package less about compensation and more about voting influence

Core Viewpoint - Tesla is seeking shareholder approval for a new compensation plan for CEO Elon Musk, which could potentially grant him nearly a trillion dollars in stock, amidst concerns from advisory firms recommending against it [1][3]. Group 1: Compensation Plan - The compensation plan is designed to incentivize Elon Musk to lead Tesla through a transformative phase focused on AI and robotics, including the development of Optimus and robo-taxis [4][15]. - The board believes this plan is in the best interest of shareholders, as it aims to deliver unprecedented value over the next decade [5][15]. - The performance plan stipulates that Musk will receive no salary or equity unless he meets specific operational and market cap milestones [6][12]. Group 2: Shareholder Concerns - Some advisory firms, such as ISS and Glass Lewis, have advised shareholders to vote against the compensation plan, arguing that Musk is holding shareholders hostage [3][8]. - The board acknowledges that many index funds follow the recommendations of these advisory firms, which they believe have made poor recommendations in the past [9]. Group 3: Future of Tesla - The board emphasizes that Tesla is at a critical inflection point, with significant opportunities ahead due to its focus on AI and unique capabilities [14][15]. - There is a belief that Tesla's market value is significantly tied to Musk's leadership and vision, making it difficult to estimate the company's worth without him [13][16].