Tesla Board Chair Denholm on Musk's Pay Package, Future at Company

Core Viewpoint - The discussion revolves around Tesla's annual shareholder meeting, focusing on Elon Musk's performance-based pay package and the implications of a potential no vote on his leadership and the company's future. Group 1: Shareholder Engagement - The company emphasizes the importance of engaging with shareholders to address their questions and concerns during the annual meeting [2][9]. - Initial feedback from institutional investors indicates optimism about the pay package, although some concerns exist regarding the substantial financial rewards tied to Musk's performance [3][4]. Group 2: Performance Package Details - The pay package is structured around performance milestones, meaning Musk will not receive compensation unless he meets specific targets [4][10]. - The board has integrated a succession plan into the performance package to ensure leadership continuity in case of a no vote [7][8]. Group 3: Voting Influence and Leadership - Musk's influence in future shareholder meetings is a significant concern, with the board acknowledging the potential risks if the vote does not favor the performance plan [5][12]. - The board believes Musk is the right leader for Tesla over the next decade, citing his unique skill set in manufacturing and technology [10][28]. Group 4: Financial Goals and Energy Products - The company aims for a monumental adjusted EBITDA target of $400 billion, with energy products playing a crucial role in achieving this goal [16][17]. - Although energy is not explicitly listed as a goal in the performance package, it is considered integral to the company's long-term strategy [15][18]. Group 5: Compensation and Equity Structure - The board is exploring options to increase the equity pool for employees and potentially provide interim awards to Musk if the 2018 compensation plan appeal is unsuccessful [19][20]. - The structure of the voting rights versus economic rights in the compensation plan has been carefully considered, with the board unable to implement a special class of voting shares post-IPO [22][24].