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

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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