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Vanguard vote key to Elon Musk’s Tesla pay package ratification

MINISTÉRIO DAS COMUNICAÇÕES, CC BY 2.0 , via Wikimedia Commons

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Vanguard, Tesla’s second-largest shareholder behind CEO Elon Musk, detailed its decision to ratify his $56 billion pay package in a pamphlet released on Friday by the investment advisor.

At Thursday’s Annual Shareholder Meeting, Musk’s ratification request was passed after it needed to be voted on once again following a void by a Delaware Chancery Court Judge earlier this year.

Large shareholders and investment firms that held a sizable stake in the automaker took center stage as the ratification was one of the biggest issues Tesla faced in recent memory. The implications were grand, as a denial could have meant the end of Musk’s reign at Tesla, where he has built the company from a little-known disruptor to the world’s most valuable automaker in the course of less than two decades.

While several firms and investment groups said they would not support Musk’s pay package, Vanguard said on Friday that it voted for the ratification. After an evaluation process, which included meeting with executives and board members, Vanguard ultimately decided to support Musk’s ratification:

“In our 2024 analysis of the performance award, which would grant Tesla’s CEO approximately 300 million options (adjusted for stock splits since the initial grant date) given the achievement of a series of performance conditions, we noted that the company’s performance and associated shareholder returns since 2018 have significantly outperformed the market and have been positive outliers.”

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It also noted the total shareholder return was in the 98th percentile of all Russell 3000 companies from 2018 to 2023. “There are few companies that have created as much absolute market value appreciation as Tesla.”

Additionally, board members and executives at Tesla were fully aware of Musk’s influence and fully supported his ratification, which they detailed to Vanguard:

“To further inform the funds’ voting decisions, we met with Tesla executives and board members. During our engagement, board members reinforced their conviction regarding the importance of retaining the CEO and highlighted that the plan’s five-year post-exercise holding requirement maintains the alignment of the CEO’s economic interests with the company’s shareholder base.”

Any concerns or reservations Vanguard had going into the meeting were essentially obliterated after the analysis and meetings with executives. The firm said that it voted for the ratification of Musk’s pay package on Thursday:

“Our analysis, consistent with our concerns in 2018, found that the current value of this grant is a substantial outlier relative to CEO compensation levels of any potential peer group. That said, the unique circumstance of evaluating the plan retroactively eliminated our concerns that significant pay could be earned without company outperformance relative to the market or peers. Given the strong alignment of executive pay with shareholder returns since 2018 and the benefits the board asserted related to the motivational value for the CEO in preserving the original deal (which was approved by a majority of shareholders in 2018), the Vanguard-advised funds voted for the ratification of the CEO’s 2018 option award at the 2024 annual meeting.”

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Vanguard’s 232 million shares of Tesla that it owns equate to roughly 7 percent of the automaker. The firm manages roughly $9 trillion in total assets.

You can read Vanguard’s full report on the Tesla Shareholder Meeting here.

I’d love to hear from you! If you have any comments, concerns, or questions, please email me at joey@teslarati.com. You can also reach me on Twitter @KlenderJoey, or if you have news tips, you can email us at tips@teslarati.com.

Joey has been a journalist covering electric mobility at TESLARATI since August 2019. In his spare time, Joey is playing golf, watching MMA, or cheering on any of his favorite sports teams, including the Baltimore Ravens and Orioles, Miami Heat, Washington Capitals, and Penn State Nittany Lions. You can get in touch with joey at joey@teslarati.com. He is also on X @KlenderJoey. If you're looking for great Tesla accessories, check out shop.teslarati.com

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Tesla watchers spot mysterious castings at Fremont Factory

The castings seem to be quite new, as they do not seem to match any of the castings that are currently being used for the Model Y.

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Credit: @metgodinwilderness7130/YouTube

A recent flyover of the Fremont Factory has triggered speculations about Tesla’s ongoing initiatives that are yet to be unveiled publicly. This was hinted at by the sighting of some apparent vehicle castings around the factory that have never really been observed before.

A Fremont Factory flyover

In a recent update, drone operator Met God in Wilderness, who has been chronicling the progress and developments of the Fremont Factory for years, shared some footage from his August 14, 2025 flyover. Based on the video, the Fremont Factory seemed very much alive. Vehicles were being pumped out of the factory, and a rather interestingly covered car could be seen going around the test track.

What is quite fascinating about the footage from the Fremont Factory is the fact that the vehicles that were moving from the production line to the outbound logistics lot are not driven manually anymore. As per Tesla in previous updates, vehicles produced at the Fremont Factory navigate to the outbound logistics lot on their own using Unsupervised FSD

Mysterious castings

Perhaps most interestingly, the drone operator also managed to capture some footage of some castings that were being gathered just outside one of the facility’s sprung structures. These castings seem to be quite new, as they do not seem to match any of the castings that are currently being used for the Model Y. This has brought speculations suggesting that the new components, which seem smaller than standard Model Y megacasts, may be for a different, perhaps more compact, vehicle. 

As per Tesla in its second quarter earnings call, the company actually started the initial production of more affordable models sometime in June. These vehicles, as per Elon Musk, will be made available for consumers in the fourth quarter. “Given that we started in North America and that our goal is to maximize production with higher rates by the end of Q3, we’re going to keep pushing hard on our current models to avoid complexity… We’ll be running with the more affordable models available for everyone in Q4,” Musk said.

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Watch the recent drone footage of the Fremont Factory in the video below.

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Investor's Corner

Shareholder group urges Nasdaq probe into Elon Musk’s Tesla 2025 CEO Interim Award

The SOC Investment Group represents pension funds tied to more than two million union members, many of whom hold shares in TSLA.

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Credit: xAI/X

An investment group is urging Nasdaq to investigate Tesla (NASDAQ:TSLA) over its recent $29 billion equity award for CEO Elon Musk. 

The SOC Investment Group, which represents pension funds tied to more than two million union members—many of whom hold shares in TSLA—sent a letter to the exchange citing “serious concerns” that the package sidestepped shareholder approval and violated compensation rules.

Concerns over Tesla’s 2025 CEO Interim Award

In its August 19 letter to Nasdaq enforcement chief Erik Wittman, SOC alleged that Tesla’s board improperly granted Musk a “2025 CEO Interim Award” under the company’s 2019 Equity Incentive Plan. That plan, the group noted, explicitly excluded Musk when it was approved by shareholders. SOC argued that the new equity grant effectively expanded the plan to cover Musk, a material change that should have required a shareholder vote under Nasdaq rules.

The $29 billion package was designed to replace Musk’s overturned $56 billion award from 2018, which the Delaware Chancery Court struck down, prompting Tesla to file an appeal to the Delaware Supreme Court. The interim award contains restrictions: Musk must remain in a leadership role until August 2027, and vested shares cannot be sold until 2030, as per a Yahoo Finance report.

Even so, critics such as SOC have argued that the plan does not have of performance targets, calling it a “fog-the-mirror” award. This means that “If you’re around and have enough breath left in you to fog the mirror, you get them,” stated Brian Dunn, the director of the Institute for Comprehension Studies at Cornell University.

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SOC’s Tesla concerns beyond Elon Musk

SOC’s concerns extend beyond the mechanics of Musk’s pay. The group has long questioned the independence of Tesla’s board, opposing the reelection of directors such as Kimbal Musk and James Murdoch. It has also urged regulators to review Tesla’s governance practices, including past proposals to shrink the board. 

SOC has also joined initiatives calling for Tesla to adopt comprehensive labor rights policies, including noninterference with worker organizing and compliance with global labor standards. The investment group has also been involved in webinars and resolutions highlighting the risks related to Tesla’s approach to unions, as well as labor issues across several countries.

Tesla has not yet publicly responded to SOC’s latest letter, nor to requests for comment.

The SOC’s letter can be viewed below.

Nasdaq+Letter Tsla Socig Final by Simon Alvarez

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Tesla Model Y L has two distinct features for luxurious comfort

This is not to say the other interior additions are not factors in the Model Y becoming a more luxurious and premium vehicle, but the two mentioned in this article are particularly pertinent in that conversation.

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Credit: Tesla

Tesla’s new Model Y L has two distinct features that are geared toward giving occupants a taste of luxury with guaranteed comfort.

These two features should definitely be part of the company’s future lineup, and they could prove to be massive upgrades to the Model Y’s interior, which is certainly premium but is missing some things that truly tailor to a “luxury” feel of an automobile.

This is not to say the other interior additions are not factors in the Model Y becoming a more luxurious and premium vehicle, but the two mentioned in this article are particularly pertinent in that conversation.

Tesla Model Y L might not come to the U.S., and it’s a missed opportunity

Power-Adjustable Thigh Supports

In the front seats of the Model Y L, there are power-adjustable thigh supports that will enable some additional comfort on the legs:

Most might think that these thigh supports are simply a feature that makes the ride more comfortable, which is true. However, they have benefits for the ride and after you exit the car.

Providing proper lift on the legs and thighs can be beneficial for people with back problems or posture issues. The lower back takes an increased amount of stress during long car rides, especially as the legs are fixed in the chosen seating position.

Tesla Model Y L officially launched: price, features, and more

Adding some support to the thighs can help reduce pressure on the lower back and hips, and distribute weight more evenly, taking stress off pressure points.

It can also contribute to better spinal alignment. They also have safety benefits, as some riders could have an improved seatbelt position thanks to the thighs being in this position.

Second-Row Mechanical Armrest

Tesla also added mechanical, one-touch armrests to the Model Y L’s second row, a nice and premium touch for the riders in the middle of the vehicle:

Add the additional space the Model Y L provides to riders, and it already gets more comfortable. However, the addition of the mechanical armrests gives a good option of comfort for those who are seated in the second row.

They can also be retracted with the touch of a button, allowing for those in the third row to exit the vehicle easily.

One con to the mechanical portion of these armrests is that it is another moving part, and, of course, that puts it at risk of having issues.

However, it is certainly more premium than a manual armrest, and the flashy carbuyers will appreciate this small but mighty addition.

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