Elon Musk expected to prevail in Tesla shareholder vote over CEO's $1 trillion pay plan

Core Viewpoint - Tesla is set to announce the results of a shareholder vote regarding a nearly $1 trillion pay package for CEO Elon Musk, with expectations leaning towards approval due to Musk's significant ownership and retail investor support, despite opposition from top proxy advisors [1][2]. Group 1: Shareholder Vote and Support - The shareholder vote is anticipated to favor Musk's pay package, as he holds substantial shares and retail investors typically align with his decisions [2]. - Major proxy advisors, including Glass Lewis and ISS, have recommended voting against the pay package, indicating some level of dissent among institutional investors [2]. Group 2: Arguments For the Pay Package - Supporters, including Board Chair Robyn Denholm and investor Ron Baron, argue that Musk's leadership is vital for Tesla's future, particularly in competing in robotics and AI [3]. - Baron emphasized Musk's unique role, stating that without his drive and standards, Tesla would not exist [3]. Group 3: Opposition to the Pay Package - Norges Bank Investment Management, managing Norway's $2 trillion sovereign wealth fund, expressed concerns over the size of the award and potential dilution, advocating for a no vote [5]. - Governance expert James McRitchie also opposes the plan, highlighting risks related to demand and profitability, especially with the expiration of federal EV tax credits [6]. Group 4: Pay Package Structure - The proposed pay package consists of 12 tranches of shares contingent on Tesla achieving specific milestones over the next decade, including a market cap of $2 trillion and various operational goals [7][9]. - Musk's current stake of approximately 13% could increase to about 25% if he receives the full package, which would grant him over 423 million additional shares [8]. Group 5: Financial and Operational Milestones - Key milestones tied to the pay plan include reaching 20 million vehicle deliveries, 10 million active Full Self-Driving (FSD) subscriptions, and significant earnings targets, starting from $50 billion in annual adjusted profit [10][12]. - Tesla's current market cap is $1.54 trillion, and the company reported an adjusted EBITDA of $4.2 billion in the third quarter [9][12]. Group 6: Contingencies and Additional Benefits - The pay plan includes provisions that allow Musk to earn shares without meeting operational milestones under certain "covered events," such as natural disasters or regulatory changes [14][15]. - The plan does not require Musk to commit a minimum amount of time to Tesla or limit his political involvement, raising concerns about his focus on the company [15][16]. Group 7: Historical Context and Governance Concerns - The vote follows a Delaware Court ruling that Musk's previous pay plan was improperly granted, necessitating a new proposal [17]. - Corporate governance expert Nell Minow criticized Musk's current role as a "part-time CEO," suggesting that a more dedicated commitment to Tesla would warrant consideration of such a substantial pay package [18][19].