Two biggest advisory firms urge 'no' vote on Elon Musk's ridiculous T pay day

Two biggest advisory firms urge ‘no’ vote on Elon Musk’s ridiculous $1T pay day

Published

4 hours ago

October 20, 2025

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The two largest independent advisory firms, Institutional Shareholder Services and Glass Lewis, have both recommended a “no” vote on the proposed pay package for Tesla CEO Elon Musk, citing many concerns about shareholder dilution and other terms of the plan.

In September, Tesla’s board proposed a stock award worth up to $1 trillion for CEO Elon Musk. It includes several milestones regarding Tesla stock and product performance, each of which unlocks tens of billions of dollars for Musk.

It’s the largest award proposed for any CEO of any company by multiple orders of magnitude – with previous proposed Musk awards holding the second and third place positions as well.

In addition to that much-reported proposal, another proposal is up for a vote which would create a special share reserve of 208 million shares (current value $92 billion) which the Tesla board can give to Elon Musk with no string attached.

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Both proposals will be voted on by TSLA shareholders at Tesla’s shareholder meeting on November 6.

There are a lot of details and history behind this proposal which we at Electrek have covered extensively. Most recently, I went over most of the details of the stock award in this article: Elon Musk’s $1 trillion stock award gets more ridiculous the more you look into it.

But now, both of the largest independent advisory companies have chimed in to point out concerns about the proposals in front of shareholders.

ISS and Glass Lewis state concerns with Musk pay packages

Institutional Shareholder Services (ISS) and Glass Lewis are “proxy advisory” companies, both of which who do research and analysis of company proposals and then make recommendations to shareholders about how to vote for them.

Company boards often have their own recommendation on an issue, which may or may not be the best for shareholders – especially if those boards are lacking in independence, and may make recommendations that favor management personally over shareholders as a whole. So, it’s important for independent outside advisors to have a look at proposals and give their take.

Proxy advisory firms are generally less interested in the specifics of what industry a company is in, and just want to ensure good corporate governance – independent and diverse boards, appropriate executive compensation, and so on.

These recommendations are often followed by institutional investors – banks and other large companies that hold large chunks of shares in many companies, many of which they won’t track deeply. So they hire advisory firms to help them make decisions on votes.

ISS and Glass Lewis combined make up the vast majority of the proxy advisory market, so when they make recommendations, it can sway a lot of votes.

And, in looking at the proposals in front of Tesla investors for this year’s shareholder meeting, both of them have stated significant concerns.

On Friday, ISS stated that while it recognizes Musk’s “track record and vision” and the board’s intent to retain him for those reasons, the pay package “locks in extraordinarily high pay opportunities over the next ten years” and “reduces the board’s ability to meaningfully adjust future pay levels.”

It also pointed out that the proposal is designed in such a way as to allow extremely high pay for Musk even if most milestones aren’t achieved, and stated that its “astronomical” size would dilute shareholder value and voting rights.

Glass Lewis’ recommendation counters Tesla board on most proposals

Electrek obtained a full copy of Glass Lewis’ report, but not of ISS’.

Today, Glass Lewis echoed ISS’ statement, saying that dilution to shareholders “warrants significant concern.” It recommended shareholders to vote against all three pay-related proposals (2, 3 and 4), and to vote against re-election of board members Ira Ehrenpreis and Kathleen Wilson-Thompson, though it did recommend voting for the re-election of Joseph Gebbia.

Glass Lewis calls proposal 3 “particularly concerning,” as it ties a 208 million share award for Musk to the creation of a pool of 60 million shares for all other Tesla employees combined, and notes that the employee pool is only necessitated by the board’s previous action draining the pool of shares for employees and giving them all to Musk. It suggests that shareholders vote down this proposal, and that the company put up a separate, clean proposal to refill the employee pool.

And proposal 4, the $1 trillion award, is noted as being excessively dilutive for current shareholders and allowing too much concentration of ownership into Musk’s hands, along with producing more “key man risk” for Tesla. Glass Lewis states that attaching Tesla’s future so inextricably with Musk’s is risky, given his “vast and varied interests,” and suggests it would be reasonable to “sets parameters that limit the key man risk to which shareholders are exposed,” which the company has chosen not to do.

It also notes concern over promising billions of dollars of awards to Musk for doing some of the most basic things that a CEO is meant to do, such as developing a succession plan. Shareholders should “reasonably be concerned that the committee feels the need to compel Mr. Musk to perform such duties, particularly at such cost to shareholders.”

The milestones involved in the award are noted as potentially being easy to achieve, particularly given that the board can decide on a whim to grant a tranche of stock even if a product milestone isn’t reached, if market realities have changed between now and then (a “covered event”) resulting in those product milestones becoming unrealistic. The board is given significant discretion in this matter.

Finally, Glass Lewis points out the danger of allowing Musk to vote his entire ownership stake in favor of his own pay, which was not the case in the last shareholder vote over Musk’s pay. This means essentially a free 15% head-start on the vote, due purely to Musk’s own shares. Glass Lewis cites surveys of its clients and others, stating that a majority of both shareholders and non-investors think that executives should not be able to vote on their own pay packages in stating that Musk’s ability to vote on this proposal does not align with market expectations.

Glass Lewis also stated its concerns with a proposal for Tesla to invest in xAI. xAI is a private company which Musk started started to compete with Tesla (and is currently subject to a lawsuit for that reason). Glass Lewis said that this matter should be decided by the board, not shareholders.

In sum, Glass Lewis’ recommendations ran counter to the Tesla’s board recommendation in almost every case. The only proposals they agreed on are the election of Gebbia, ratification of Tesla’s auditor, and proposals 8 and 9, two shareholder proposals recommending Tesla adopt standards on sustainability and child labor.

Tesla responds by lashing out with attacks

Tesla has, expectedly, responded with attacks against both firms.

Both ISS and Glass Lewis have recommended “no” votes on Musk’s pay packages in the past, citing similar concerns over their size and the amount of dilution which they would cause to shareholders. And Tesla has spoken out against the two firms in those instances.

In this instance, Tesla attacked ISS, suggesting that its status as a disinterested advisor (which does not hold shares in the company) somehow makes it less capable of seeing the reality of the situation. It also notes past shareholder votes on other proposals, which were different from the proposals on the table today.

And after Glass Lewis’ recommendation today, Tesla levied another attack, making similar points about votes on past proposals, rather than the proposals in front of shareholders today.

Separately, Tesla also attacked a group of pension funds which are invested in TSLA, mocking them for having returns of 7-13% (which, collectively, is above average for large stable funds). Tesla even hired an outside PR company to publicize this attack.

Electrek’s Take

We’ve been clear here, over and over, about how ridiculous this stock plan is.

However, despite it seeming ridiculous at first glance, it only gets more ridiculous the deeper you look into it.

I went over it all this weekend in the article mentioned above, Elon Musk’s $1 trillion stock award gets more ridiculous the more you look into it. It’s long, but if you want more detail, that’s the place to go.

In short, the analyses presented by these outside firms looking at Tesla’s shareholder proposals, and the environment around them, are clear-headed and made in the interest of Tesla shareholders. If shareholders actually read the letters or analyses involved with their own interests in mind, they will likely be persuaded.

Meanwhile, Tesla’s responses have been filled with the sort of language that someone would expect out of an entity that is trying to deceive – the sort of language we’ve gotten used to in our politics. They read as campaign messages or advertising efforts, not as the result of deep analysis. And Musk also threatened his own company just yesterday, once again, in the hope that shareholders will feel trapped enough that they vote to retain him.

If the only place people read about this is on twitter, which Elon Musk bought for the purpose of spreading his own propaganda and shutting down dissent, they might get one sense of what the proposals mean. In that upside-down world, TSLA investors can only benefit as the stock goes up, and Musk only benefits if the stock goes up.

But looking into the actual details of the proposals, it becomes apparent that Musk can get awarded with a larger payday than any CEO ever for doing nothing at all, that that award comes at the cost of every other Tesla employee and the voting rights of every Tesla shareholder, and that better options are available which would maintain the rights of Tesla investors while also compensating its CEO (whose performance has been exceptionally bad recently).

But those options have not been provided to shareholders to vote on, as Tesla’s board is working more in the benefit of their friend Elon, rather than the benefit of TSLA shareholders as a whole.

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Tesla is heading into multi-billion-dollar iceberg of its own making

Published

38 mins ago

October 20, 2025

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Tesla is heading into multi-billion-dollar iceberg of its own making

Tesla’s ‘Full Self-Driving Supervised’ expansion is back firing as it exposes its shortcomings. Customers left without promised features are growing discontent and demanding to compensated.

It’s turning into a multi-billion-dollar iceberg of Tesla’s own making.

In 2016, Tesla proudly announced that all its vehicles produced onward are equipped with “all the hardware for full self-driving,” which would be delivered through future software updates.

The automaker turned out to be significantly wrong about that.

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At the time, it was producing its electric vehicles with a hardware suite known as HW2, which it had to upgrade to HW3 because it couldn’t support self-driving (FSD) capability.

HW3 was produced in vehicles from 2019 to 2023 and Tesla switched to HW4 in 2024.

At first, CEO Elon Musk claimed that FSD software updates on newer HW4 cars would lag roughly 6 months behind updates to HW3 cars to make sure to deliver the promised self-driving capability to those who have been waiting and paid for the promised capabiltiy a long time ago.

That strategy barely lasted a few months. Tesla quickly started releasing new FSD updates to HW4 cars first and it now hasn’t released a significant update to HW3 cars in close to a year.

Tesla only admitted in January 2025 that HW3 won’t be able to support unsupervised self-driving. Musk claimed that Tesla would retrofit the computers, but there has been no word about it for 10 months.

Tesla customers are starting to be fed up.

The catalyst is Tesla’s current FSD expansion in international markets. Previously, Tesla’s FSD was limited to North America, but over the last year, the automaker has been expanding FSD to China and now Australia and New Zealand.

However, the expansion is back-firing as HW3 owners are starting to realize that they will never get what they paid for.

In Australia and NZ, Tesla only launched FSD on HW4 vehicles with no clear plan for HW3, which the automaker already admitted won’t support unsupervised self-driving. The automaker appears to have only adapted its latest version of FSD for HW4 to the Australian market.

To add to the insult, with the launch of FSD in Australia, Tesla started to offer FSD subcriptions for $149 AUD a month for both HW3 and HW3 cars despite the software not being available for HW3.

HW3 owners reached out to Electrek after seeing this in their app:

It’s unclear why would Tesla sell a subcription to something that doesn’t even exist, but it is not helping build confidence with customers.

To try to appease owners, Tesla started sending emails to Australia HW3 owners offering $5,000 discounts on new inventory vehicles when transfering their FSD package:

However, this offer is misleading in itself, as it is not actually specific to HW3 owners as the email leads people to believe.

A visit on Tesla’s Australia inventory website shows that Tesla is offering a $5,000 disounct on all inventory vehicles with FSD for any buyer:

Therefore, it has nothing to do with “loyalty”.

As we recently reported, thousands of Tesla owners have now joined a class action lawsuit in Australia over Tesla misleading customers with its self-driving promises.

It adds to similar ongoing lawsuits in the US and China.

With hundreds of thousands of FSD customers who paid up to $15,000 for package, Tesla is on the hook for billions of dollars in compensations or retrofits in the best-case scenario.

Electrek’s Take

We are seeing more people losing patience and it is only going to get worse.

There were a lot of interesting interactions on this post, which is pretty mild in my opinion. And yet, you see the usual Elon lemmings downplaying Tesla not delivering features it promised:

Dear @Tesla_AI Team,
I am writing on behalf of the community of Tesla owners equipped with Hardware 3 (HW3) who have purchased the Full Self-Driving (FSD) capability. As dedicated supporters of Tesla’s mission to accelerate the world’s transition to sustainable energy and advance…

— shawn.car◼️◼️◼️◼️◼️◼️ (@shawncarelli) October 19, 2025

I don’t want to burst anyone’s bubble, but we need to be realistic here. If you are a HW3 owner and still think that Tesla is going to retrofit your up to 10-years-old car with a computer that is going to make self-driving, you are being delusional.

Tesla will have to end up compensating owners and at this point, I have serious doubts that it will do it by itself without being forced through courts.

Furthermore, it shouldn’t be just people who bought FSD. Tesla said that all cars had the hardware capable of self-driving whether people bought the software package or not. If that’s not true, it affects the resale value of the vehicle regardless of if someone purchased the package.

I have a fairly simple solution for Tesla to make it right.

Tesla needs to offer all HW3 owners a $5,000 loyalty discount, that goes on top of all other incentive program, when upgrading to a new car.

As for HW3 owners who bought FSD, which basically turned out to be an interest free loan to Tesla for years, the automaker needs to offer free FSD transfer and a $10,000 discount on a car upgrade.

While this might sound like a lot, I think it’s in line with the incredible liability that Tesla is facing from all the on going lawsuits.

On top of it, it will go a long way to regain the trust of long-time customers, which Tesla swindled by selling them features it simply can’t deliver.

The main reason why I think Tesla doesn’t want to do that is that it will likely have to do the same thing to HW4 owners in the next few years and that would be the death of the company.

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From $189 a month: 5 of the best EV lease deals in October [Updated]

Published

2 hours ago

October 20, 2025

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From $189 a month: 5 of the best EV lease deals in October [Updated]

October EV lease deals — 2025 Ford Mustang Mach-E (Photo: Ford)

EV lease prices look better than expected, despite the end of the federal tax credit and the 25% import tariff being in place. Prices have crept up compared to last month, but several automakers have covered the $7,500 credit themselves or added extra incentives, and the price of one EV even dropped. Here are October’s top EV lease deals, spotted by our friends at CarsDirect.

Hyundai-IONIQ-5-N-Essentials — Hyundai IONIQ 5 N (Photo: Hyundai)

2025 Hyundai IONIQ 5 lease from $189/month

The updated 2025 Hyundai IONIQ 5 SE RWD Standard Range remains one of the standout EV lease deals this month, holding steady even after the end of the federal EV tax credit and new import tariffs. Through November 3, you can lease one for $189 a month for 36 months (10,000 miles per year) with $3,999 due at signing. That works out to an effective monthly cost of about $300 – just $40 more than September.

The price bump is far smaller than many expected, especially with Hyundai’s $17,000 in lease cash factored in. And if you’re tempted by an upgrade, the SEL RWD trim is just $50 more per month under the same terms. You’ll get a model that’s roughly $7,000 more in value and $18,750 in savings.

The IONIQ 5 SE RWD Standard Range offers an EPA-estimated 245 miles of range, and this particular offer is available in the Los Angeles and greater California metro areas.

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Click here to find a local dealer that may have the Hyundai IONIQ 5 in stock. –trusted affiliate link

Hyundai-free-charger-EVs-IONIQ-6 — 2025 Hyundai IONIQ 6 Limited (Photo: Hyundai)

2025 Hyundai IONIQ 6 lease from $189/month

The 2025 Hyundai IONIQ 6 SE RWD Standard Range is tied with its sibling for the most affordable EV lease deal this month, offering standout value even after the federal EV tax credit ended. In the California metro area, you can lease it for $189 per month for 36 months (10,000 miles per year) with $3,999 due at signing, and Hyundai is sweetening the deal with $13,250 in lease cash.

That brings the effective monthly cost to around $300, which is only $20 more than last month when the tax credit was still active. With an EPA-estimated 240 miles of range, 149 horsepower, fast-charging capabilities, and a sleek, distinctive design, the IONIQ 6 remains a fan favorite. This offer is valid through November 3.

Click here to find a local dealer that may have the Hyundai IONIQ 6 in stock. –trusted affiliate link

2025-Kia-Niro-EV-prices — 2025 Kia Niro (Photo: Kia)

2025 Kia Niro lease from $209/month

The 2025 Kia Niro Wind EV returns to our top 5 this month with an impressive regional lease deal. You can lease the Niro Wind EV for $209 per month for 24 months (10,000 miles per year) with $3,999 due at signing. The offer includes $11,800 in lease cash and $14,940 in total savings, bringing the effective monthly cost to about $376. That’s about $80 more per month than September’s tax credit-incentivized deal at $129, but it’s still a solid offer given the policy changes.

This deal is available to California, Colorado, Oregon, and Washington residents through November 3.

Click here to find a local dealer that may have the Kia Niro in stock. –trusted affiliate link

2025 Ford Mustang Mach-E from $219/month

The 2025 Ford Mustang Mach-E Select RWD with Package 100A is offering bigger savings this month, making it an even stronger pick for EV shoppers. Known for its premium design and an EPA-estimated 300 miles of range, the Mach-E remains a favorite among drivers who want style and substance.

You can now lease it for $219 per month for 24 months (10,500 miles per year) with $4,499 due at signing. That’s $20 less per month than September’s advertised deal, though the term is shorter. With an effective monthly cost of about $406, it’s only $45 more than last month, a smaller jump than many expected.

The offer includes $6,750 in lease cash for qualified lessees, plus a free Ford Charging Station Pro with complimentary home installation – a rare perk. If you already have a home charger, you can choose an extra $2,000 in bonus cash instead.

This deal is currently available in California through January 5, 2026. Ford is offering discounted leases on EVs through December.

Click here to find a local dealer that may have the Ford Mustang Mach-E in stock. –trusted affiliate link

Chevy-Equinox-EV — Chevrolet Equinox (Photo: Chevrolet)

2025 Chevrolet Equinox from $269/month

Through November 3, you can lease the 2025 Chevrolet Equinox EV 2LT for $269 per month for 24 months (10,000 miles per year) with just $679 due at signing – one of the lowest upfront costs we’ve seen lately. That works out to an effective monthly cost of around $297. It’s got a quirk, though – this deal excludes Black Cloth Seats.

This is one of the rare EVs to see a price drop in the post-tax-credit era. Compared to September’s offer of $309 a month with $2,609 due at signing, this Chevy Equinox lease is $121 cheaper in effective monthly cost.

The deal is available nationwide for current Chevrolet lessees or those switching from another brand, and it includes a $2,250 loyalty or conquest bonus on top of $1,750 in lease cash. Want to drive away with the newest model? You can upgrade for just $30 more per month.

With an EPA-estimated 319 miles of range, the 2025 Equinox EV 2LT offers solid value for drivers looking to get into Chevy’s newest electric SUV.

Click here to find a local dealer that may have the Chevrolet Equinox in stock. –trusted affiliate link

Jeep’s electric off-roader is finally almost here and it’s ready to join the Wrangler

Published

3 hours ago

October 20, 2025

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Jeep's electric off-roader is finally almost here and it's ready to join the Wrangler

The Recon EV will be revealed in full soon. Jeep’s CEO shut down rumors that the Wrangler-sized electric off-roader was dead, saying the Recon EV will go on sale shortly.

Jeep’s electric off-roader will go on sale in Spring 2026

Although the Recon was initially set to debut in 2023 with sales starting the following year, don’t count it out just yet.

Bob Broderdorf, who took over the reins as Jeep’s new CEO in February, says rumors that the electric off-roader has been cancelled are far from true.

In fact, Jeep plans to sell it, even if you don’t want it. According to MotorTrend, Broderdorf is promising more details on the Recon EV are coming soon with sales kicking off next spring.

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With Stellantis shaking up electrification plans, speculation began to spread that the Jeep Recon EV would be next to get the axe. Luckily, it doesn’t look like that will be the case.

Jeep first unveiled the Recon EV as a concept in 2022, promising the electric off-roader would be not only be able to tackle the Rubicon trail with enough charge to get back to town and recharge. It’s not a replacement, but the Recon is “inspired by the legendary Wrangler,” according to Jeep.

The Recon will be Jeep’s first true off-road EV. Leading up to its official debut, we’ve seen the electric off-roader out in the wild a few times now.

Spy shots of the interior surfaced on JeepReconForum last year, confirming the SUV will feature Jeep’s signature Selec-Terrain traction control system with different modes like “Rock” and “Mud.” The closer it gets to its final form, the more the Recon looks like a Ford Bronco rather than the Wrangler.

Even if it doesn’t sell well, Jeep considers the all-electric Recon as a key model as it looks to corner the off-road market.

Stellantis will build the Recon at its Toluca, Mexico plant alongside the Wagoneer S, Jeep’s first electric SUV in North America. The Jeep Cherokee and Compass are also built at the facility, all of which share the same STLA Large platform.

Jeep-Recon-EV — Jeep Recon Moab 4xe (source: JeepReconForum)

“We can shift and move. It is OK if [Recon] is low volume,” Broderdorf said, adding “If I have to sell more Cherokees, so be it.”

Although Jeep has yet to reveal final specs and prices, the Recon EV is expected to debut with about 350 miles of range. Prices are expected to start at around $60,000, or slightly less than the Wagoneer S. More premium trims, like the MOAB and Rubicon could cost closer to $80,000.

Broderdorf promised more details are coming soon. He also said the company plans to reveal more info on the future Wrangler shortly. Will we see an electric Wrangler? If so, it likely won’t be until the next generation in 2028.

Until then, Jeep will use the Recon EV and Wrangler as a twin threat as it looks to gain control of the off-road market.

While the Recon will arrive soon, Stellantis cancelled Ram’s first fully electric pickup and trimmed the Dodge Charger EV to just one variant.

Jeep’s CEO sees a market for electric vehicles, in particular the Recon. “We’ve got a great car. We’ve already built it. We should sell it, we should learn. I don’t know how many it will be. I’m not really that worried about it,” Broderdorf said. Even with the $7,500 federal tax credit now expired, Jeep expects EVs to sell in markets like California.

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