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Tesla Board Chair defends Elon Musk’s pay plan, slams proxy advisors

The letter comes ahead of Tesla’s 2025 Annual Meeting, where shareholders will vote on several key proposals.

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CeBIT Australia, CC BY 2.0 , via Wikimedia Commons

Tesla Chair Robyn Denholm has issued a strongly worded letter urging investors to reject the latest recommendations from proxy advisory firms ISS and Glass Lewis, saying their “one-size-fits-all” approach fails to recognize Tesla’s unique business model and track record. 

The letter comes ahead of Tesla’s 2025 Annual Meeting, where shareholders will vote on several key proposals including Elon Musk’s 2025 CEO Performance Award and director reelections.

Tesla slams proxy advisors’ models

Denholm criticized both firms for consistently opposing Tesla’s growth-oriented plans, noting that the company’s market capitalization has increased twentyfold since shareholders approved Musk’s 2018 performance package, which both advisors had opposed at the time. 

“Our shareholders have ignored their recommendations, and it’s a good thing they did,” she wrote. “Otherwise, you may have missed out on our market capitalization soaring 20x while the proxy advisors time and time again recommended “against” Tesla proposals designed to promote the sort of extraordinary growth we have enjoyed.”

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The letter argued that Glass Lewis and ISS use robotic policies that don’t account for Tesla’s innovation-driven structure. Tesla’s leadership maintained that the 2025 CEO Performance Award will only reward Musk if he achieves extraordinary market capitalization and operational goals. The plan, Denholm stated, aligns Musk’s incentives with long-term shareholder interests.

Tesla defends board leadership

Denholm also defended directors Ira Ehrenpreis and Kathleen Wilson-Thompson, calling them pivotal to Tesla’s governance and innovation strategy. She said both have driven Tesla’s growth and helped design compensation systems vital to competing in the AI and robotics talent race.

She warned that following ISS and Glass Lewis could turn Tesla into “just another car company,” and urged shareholders to “vote yes to robots, and reject robotic voting.” The letter also highlighted that neither ISS nor Glass Lewis owns Tesla stock, emphasizing that only shareholders “who have made an actual financial investment” should decide the company’s direction.

“If you prefer that Tesla turn into just another car company mired in the ways of the past, then you should follow ISS and Glass Lewis. If you believe that Tesla, under the visionary leadership of Elon and the oversight of a Board that includes business leaders with integrity like Ira, Kathleen and Joe, then you should vote with Tesla,” Denholm wrote.

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Elon Musk

Tesla to a $100T market cap? Elon Musk’s response may shock you

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There are a lot of Tesla bulls out there who have astronomical expectations for the company, especially as its arm of reach has gone well past automotive and energy and entered artificial intelligence and robotics.

However, some of the most bullish Tesla investors believe the company could become worth $100 trillion, and CEO Elon Musk does not believe that number is completely out of the question, even if it sounds almost ridiculous.

To put that number into perspective, the top ten most valuable companies in the world — NVIDIA, Apple, Alphabet, Microsoft, Amazon, TSMC, Meta, Saudi Aramco, Broadcom, and Tesla — are worth roughly $26 trillion.

Will Tesla join the fold? Predicting a triple merger with SpaceX and xAI

Cathie Wood of ARK Invest believes the number is reasonable considering Tesla’s long-reaching industry ambitions:

“…in the world of AI, what do you have to have to win? You have to have proprietary data, and think about all the proprietary data he has, different kinds of proprietary data. Tesla, the language of the road; Neuralink, multiomics data; nobody else has that data. X, nobody else has that data either. I could see $100 trillion. I think it’s going to happen because of convergence. I think Tesla is the leading candidate [for $100 trillion] for the reason I just said.”

Musk said late last year that all of his companies seem to be “heading toward convergence,” and it’s started to come to fruition. Tesla invested in xAI, as revealed in its Q4 Earnings Shareholder Deck, and SpaceX recently acquired xAI, marking the first step in the potential for a massive umbrella of companies under Musk’s watch.

SpaceX officially acquires xAI, merging rockets with AI expertise

Now that it is happening, it seems Musk is even more enthusiastic about a massive valuation that would swell to nearly four-times the value of the top ten most valuable companies in the world currently, as he said on X, the idea of a $100 trillion valuation is “not impossible.”

Tesla is not just a car company. With its many projects, including the launch of Robotaxi, the progress of the Optimus robot, and its AI ambitions, it has the potential to continue gaining value at an accelerating rate.

Musk’s comments show his confidence in Tesla’s numerous projects, especially as some begin to mature and some head toward their initial stages.

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Tesla director pay lawsuit sees lawyer fees slashed by $100 million

The ruling leaves the case’s underlying settlement intact while significantly reducing what the plaintiffs’ attorneys will receive.

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Credit: Tesla China

The Delaware Supreme Court has cut more than $100 million from a legal fee award tied to a shareholder lawsuit challenging compensation paid to Tesla directors between 2017 and 2020. 

The ruling leaves the case’s underlying settlement intact while significantly reducing what the plaintiffs’ attorneys will receive.

Delaware Supreme Court trims legal fees

As noted in a Bloomberg Law report, the case targeted pay granted to Tesla directors, including CEO Elon Musk, Oracle founder Larry Ellison, Kimbal Musk, and Rupert Murdoch. The Delaware Chancery Court had awarded $176 million to the plaintiffs. Tesla’s board must also return stock options and forego years worth of pay. 

As per Chief Justice Collins J. Seitz Jr. in an opinion for the Delaware Supreme Court’s full five-member panel, however, the decision of the Delaware Chancery Court to award $176 million to a pension fund’s law firm “erred by including in its financial benefit analysis the intrinsic value” of options being returned by Tesla’s board.

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The justices then reduced the fee award from $176 million to $70.9 million. “As we measure it, $71 million reflects a reasonable fee for counsel’s efforts and does not result in a windfall,” Chief Justice Seitz wrote.

Other settlement terms still intact

The Supreme Court upheld the settlement itself, which requires Tesla’s board to return stock and options valued at up to $735 million and to forgo three years of additional compensation worth about $184 million. 

Tesla argued during oral arguments that a fee award closer to $70 million would be appropriate. Interestingly enough, back in October, Justice Karen L. Valihura noted that the $176 award was $60 million more than the Delaware judiciary’s budget from the previous year. This was quite interesting as the case was “settled midstream.”

The lawsuit was brought by a pension fund on behalf of Tesla shareholders and focused exclusively on director pay during the 2017–2020 period. The case is separate from other high-profile compensation disputes involving Elon Musk.

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Tesla Litigation by Simon Alvarez

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Investor's Corner

Tesla (TSLA) Q4 and FY 2025 earnings call: The most important points

Executives, including CEO Elon Musk, discussed how the company is positioning itself for growth across vehicles, energy, AI, and robotics despite near-term pressures from tariffs, pricing, and macro conditions.

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Credit: @AdanGuajardo/X

Tesla’s (NASDAQ:TSLA) Q4 and FY 2025 earnings call highlighted improving margins, record energy performance, expanding autonomy efforts, and a sharp acceleration in AI and robotics investments. 

Executives, including CEO Elon Musk, discussed how the company is positioning itself for growth across vehicles, energy, AI, and robotics despite near-term pressures from tariffs, pricing, and macro conditions.

Key takeaways

Tesla reported sequential improvement in automotive gross margins excluding regulatory credits, rising from 15.4% to 17.9%, supported by favorable regional mix effects despite a 16% decline in deliveries. Total gross margin exceeded 20.1%, the highest level in more than two years, even with lower fixed-cost absorption and tariff impacts.

The energy business delivered standout results, with revenue reaching nearly $12.8 billion, up 26.6% year over year. Energy gross profit hit a new quarterly record, driven by strong global demand and high deployments of MegaPack and Powerwall across all regions, as noted in a report from The Motley Fool.

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Tesla also stated that paid Full Self-Driving customers have climbed to nearly 1.1 million worldwide, with about 70% having purchased FSD outright. The company has now fully transitioned FSD to a subscription-based sales model, which should create a short-term margin headwind for automotive results.

Free cash flow totaled $1.4 billion for the quarter. Operating expenses rose by $500 million sequentially as well.

Production shifts, robotics, and AI investment

Musk further confirmed that Model S and Model X production is expected to wind down next quarter, and plans are underway to convert Fremont’s S/X line into an Optimus robot factory with a capacity of one million units.

Tesla’s Robotaxi fleet has surpassed 500 vehicles, operating across the Bay Area and Austin, with Musk noting a rapid monthly expansion pace. He also reiterated that CyberCab production is expected to begin in April, following a slow initial S-curve ramp before scaling beyond other vehicle programs.

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Looking ahead, Tesla expects its capital expenditures to exceed $20 billion next year, thanks to the company’s operations across its six factories, the expansion of its fleet expansion, and the ramp of its AI compute. Additional investments in AI chips, compute infrastructure, and future in-house semiconductor manufacturing were discussed but are not included in the company’s current CapEx guidance.

More importantly, Tesla ended the year with a larger backlog than in recent years. This is supported by record deliveries in smaller international markets and stronger demand across APAC and EMEA. Energy backlog remains strong globally as well, though Tesla cautioned that margin pressure could emerge from competition, policy uncertainty, and tariffs. 

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