马斯克万亿薪酬案通过，特斯拉却股价下跌，为何这样？

Core Viewpoint - The approval of Elon Musk's unprecedented compensation package at Tesla's annual shareholder meeting highlights a significant divide between the board and some institutional investors, reflecting Musk's personal influence and the ongoing challenges of corporate governance [1][3][4]. Compensation Package - The compensation plan, described as the largest in corporate history, could grant Musk an additional 423.7 million shares over the next decade, increasing his ownership from 13% to nearly 29% if all targets are met [3]. - The plan ties Musk's compensation to achieving a market valuation of $8.5 trillion and an adjusted EBITDA of $400 billion, setting ambitious operational goals for the company [3]. Opposition from Institutional Investors - Several large institutional investors, including Norway's sovereign wealth fund, expressed strong opposition to the compensation plan, citing concerns over excessive scale, dilution of shareholder rights, and insufficient mitigation of key person risk [4][5]. - The California Public Employees' Retirement System also criticized the proposal, noting it significantly exceeds compensation packages of similar companies [4]. Support for the Plan - Tesla's board and supporters argued that the plan is essential to retain Musk, emphasizing his critical role in the company's ambitions in AI and autonomous driving [5][6]. - The board warned that Musk might leave Tesla if the plan was not approved, highlighting the importance of his leadership [5]. Market Reaction - Despite the plan's approval by over 75% of shareholders, Tesla's stock price fell more than 3% on the same day, indicating market concerns about shareholder dilution and potential exits of dissenting investors [8][10]. - The contrasting reactions between shareholder support and stock price decline reflect a complex market sentiment regarding the implications of the compensation plan [10][11]. Governance and Control - The controversy surrounding the compensation plan raises questions about the balance of power and governance within Tesla, with critics arguing that the board's close relationship with Musk undermines its independence [7][12]. - Musk's need for voting power to influence significant decisions, particularly related to AI, suggests that the compensation plan is as much about control as it is about financial reward [7][12].