Musk’s Tesla pay package is ‘excessive’ and should be voted down, shareholder advocate says

Musk’s Tesla pay package is ‘excessive’ and should be voted down, shareholder advocate says

Proxy adviser firm Glass Lewis weighed in on Tesla’s (TSLA) upcoming shareholder proposals, and once again said CEO Elon Musk’s pay package is a problem.

Currently Musk’s ownership stake in Tesla sits at 12.9%, but would balloon to 22.4% if the pay package is approved by shareholders, Glass Lewis said.

Glass Lewis first raised concerns about Musk’s compensation in 2018 when it was granted.

“Glass Lewis raised a number of concerns about the [2018] grant, including the quantum of pay and the dilutive impact on disinterested shareholders,” the firm wrote in a large report issued over the weekend. The firm said the “most substantive” of its prior concerns remain the same.

Musk’s Tesla pay package is ‘excessive’ and should be voted down, shareholder advocate says

Elon Musk arrives at the 10th Breakthrough Prize Ceremony on Saturday, April 13, 2024, at the Academy Museum of Motion Pictures in Los Angeles. (Photo by Jordan Strauss/Invision/AP) (Jordan Strauss/Invision/AP)

“The excessive size of the award, both on a pure dollar basis and in terms of the dilutive effect upon exercise, remains very much top of mind as discussed in fuller detail above. The Company’s provided rationale does little to combat these concerns given their proportionate magnitude.”

Glass Lewis also said Tesla moving its state of incorporation to Texas is unwarranted at this time.

Earlier this year, Tesla filed its proxy statement ahead of the EV maker’s June 13 shareholder meeting with two big requests: that shareholders vote to ratify CEO Elon Musk’s 2018 pay package, which had been rescinded by a Delaware judge earlier this year, and that they agree to move Tesla’s state of incorporation to Texas from Delaware.

The Delaware court found the package was awarded to Musk by a board that didn’t act “in the best interests” of Tesla and showed “barely any evidence of negotiations at all.” Musk’s 2018 pay package was worth around $56 billion; Glass Lewis’s calculations now claim Musk’s current package is valued at around $44.9 billion.

In its new report, Glass Lewis compared compensation figures in the form of stock awards given to the eight biggest companies the S&P 100 (dubbed “US megacap”) as well as S&P 500 companies in the automotive sector.

The analysis found the dilutive effect of the package given to Musk was extreme. While the average dilutive effect of all grants given by US megacap companies in the last fiscal year was 1.86% of stock float (and only 1% for S&P 500 automotive companies), the dilutive effect of Musk’s package was a whopping 8.7%, per Glass Lewis calculations.

If that weren’t enough, Musk has threatened to pull AI and other high-value tech projects from Tesla if he doesn’t have approximately 25% ownership control of Tesla.

Given the size of the pay package and the heightened focus on Tesla stock in general, Wall Street expects the results of the vote could be a rocky time for shareholders.

“We see Tesla’s June 13th shareholder vote as having significance to the long-term strategic direction of the company. While impossible to predict the outcome, we expect the event could drive material volatility in the stock,” Morgan Stanley analyst Adam Jonas wrote in a note to investors last week.

Wedbush’s Dan Ives also expects “fireworks” at Tesla’s June 13 meeting, though he predicts shareholders will approve Musk’s pay package.

Pras Subramanian is a reporter for Yahoo Finance. You can follow him on Twitter and on Instagram.

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