Investor's Corner
Investor group urges Tesla to seek board members independent of Elon Musk
Five institutional investors, including the California State Teachers’ Retirement System (Calstrs), the Connecticut Retirement Plans and Trust Funds, and CtW Investment Group, have signed a letter to Tesla director Antonio Gracias urging the company to seek board members that are independent of Elon Musk.
In addition to expanding the size of the Tesla board to include two new members that do not have ties with Musk, the group which manages a combined $721 billion in assets – Caslstrs is the second largest pension fund in America – is also advocating for annual elections for all board members. Presently, only one third of the directors are elected each year. Calstrs is one of the founders of Investor Stewardship Group, which includes several other major investors such as BlackRock Inc., State Street Corp., Vanguard Group, and T. Rowe Price Group. In January, that group formulated a new policy position that supports annual elections for all board members as a way of increasing the accountability of directors to shareholders.
The influential group of investors argue that “Directors should be held to a higher standard of independence given the conflicts of interest that permeate this board.”, according to a report by Bloomberg. “A thoroughly independent board would provide a critical check on possible dysfunctional group dynamics, such as groupthink.”
Less than 11% of S&P 500 companies have staggered board elections today. In 2011, almost a third of them did according to governance data provider Equilar. Last year, 10 proposals seeking declassified boards received approval from 80% support from shareholders according to data compiled by Fundvotes.com.
“As companies grow up and mature, they need to have governance practices that reflect that,” Philip Larrieu, an associate portfolio manager for Calstrs, said in a phone interview via Bloomberg. “When the stock is doing well, the argument is ’we don’t need to make changes, we are doing well.’ But we will push for these changes regardless of the stock price.” The statement by Calstrs comes at a time when Tesla stock continues to reach all-time highs, surging to over 40% gains in this year alone. Tesla has become the largest U.S. automaker, beating General Motors in market capitalization.
Today, Tesla’s board is made up of Musk; his brother, Kimball; Gracias, who is the founder of a private equity firm and a director at SpaceX; Ira Ehrenpreis, a venture capitalist and SpaceX investor; Brad Buss, a former SolarCity chief financial officer; Steve Jurvetson, a venture investor and SpaceX director; and Robyn Denholm, the chief operating officer of Telstra Corp., Australia’s largest telecommunications company.
Musk is the largest Tesla shareholder and holds a stake worth approximately 21% of the company, according to data compiled by Bloomberg. Gracias is the sixth largest shareholder with a 3.75% stake.
A Tesla spokesperson has responded to the letter send to the company, citing “We are actively engaged in a search process for independent board members, which is something we committed to do several months ago, and expect to announce new additions fairly soon”. The Silicon Valley-based electric car maker and energy company added, “We regularly engage with our shareholders and value their feedback.”
“Getting independent people on the board is important in terms of holding management accountable,” Etelvina Martinez, the corporate governance manager at CtW Investment Group, which also signed the letter, said in a phone interview. “Shareholders need to be able to hold management accountable. While the stock price is doing extremely well, there are still concerns about corporate governance.”
Some of the concerns raised in the letter go back to last year’s acquisition of SolarCity by Tesla. Despite Musk’s assurances that the merger was good for both companies, there was concern over the financial health of such an acquisition. “If Tesla truly wants to be forward thinking, then it needs to embrace accountability and it needs to welcome diverse, independent opinions into its boardroom,” New York City Comptroller Scott Stringer told Bloomberg. “Strong performance doesn’t insulate Tesla from accountability.”
Investor's Corner
Michael Dell points out practical advantage of Elon Musk’s proposed pay package
As pointed out by the Dell Technologies CEO, Musk will only be rewarded if he delivers extraordinary value to shareholders
Michael Dell has weighed in on Elon Musk’s controversial 2025 CEO Performance Award, offering a grounded perspective amidst the noise surrounding the pay package today.
As pointed out by the Dell Technologies CEO, Musk will only be rewarded if he delivers extraordinary value to shareholders. Musk would quite literally receive no compensation if he fails to achieve his targets.
Dell emphasizes results over rhetoric
Dell shared his thoughts about Musk’s 2025 CEO Performance Award in a post on X.“Vote FOR Elon Musk. The award is only achieved IF he hits exceptionally ambitious market-cap and operational milestones—if he falls short, he gets nothing,” Dell wrote in his post.
“If he succeeds, shareholders will win big through unprecedented value creation, and he will earn added voting rights to continue driving Tesla’s long-term vision.”
Musk replied with a short “Thanks Michael,” acknowledging Dell’s support. Dell’s framing cuts through the debate surrounding Musk’s compensation, as he simply focused on the incentive structure’s risk-reward balance.
Musk’s ambitious pay package
Elon Musk’s 2025 CEO Performance Award requires Tesla’s market capitalization to rise from roughly $1.1 trillion today to $8.5 trillion within a decade. This would make Tesla more valuable than any company in history.
Apart from this, Tesla’s operating profit must also grow from $17 billion to $400 billion annually. Musk must also lead the company to several product-related milestones, such as 20 million cumulative vehicle deliveries, 10 million Full Self-Driving subscriptions, 1 million Tesla Bots, and 1 million operating Robotaxis.
So far, proxy advisors Glass Lewis and ISS have urged shareholders to vote against the plan. Some prominent investors, including ARK Invest CEO Cathie Wood, however, have voiced strong support for the plan. Wood called Musk “the most productive human being on earth,” arguing that his vision and ability to attract talent are central to Tesla’s success.
Investor's Corner
Elon Musk’s 2025 pay package gets support from Tesla’s biggest bull
ARK Invest founder Cathie Wood has previously stated that she is quite confident that the vote on Elon Musk’s 2025 Performance Award would pass.
Cathie Wood, CEO of ARK Invest and one of Tesla’s most ardent bulls, reiterated her support for Elon Musk’s 2025 CEO Performance Award.
Wood highlighted that Musk’s leadership attracts incredible talent, and it has allowed the companies he leads such as Tesla to become disruptors in their respective fields.
ARK Invest supports Musk’s leadership
Elon Musk’s 2025 CEO Performance Award has received a mixed reception. Proxy firms such as Glass Lewis and Institutional Shareholder Services (ISS) have stated that they would be voting against Musk’s pay package. Other entities, such as the State Board of Administration of Florida (SBA), have stated that they would be voting in favor of Tesla’s proposals.
ARK Invest founder Cathie Wood, for her part, has previously stated that she is quite confident that the vote on Elon Musk’s 2025 Performance Award would pass. She also stated that a favorable result to the vote for Musk’s 2025 pay plan would be beneficial for Tesla.
“Elon Musk is the most productive human being on earth. And a human being who attracts incredible talent, people who want to solve the world’s hardest problems. This is a win-win for all of us if Elon succeeds this time,” Wood stated. Musk appreciated Wood’s comments, stating, “Thanks Cathie!” In a post on X.
ARK Invest has been one of Tesla’s most loyal bulls
Tesla is ARK Invest’s single largest holding, with the firm holding an estimated $1 billion worth of TSLA, as noted in an Insider report. Wood previously said she expects the approval of Musk’s pay package to trigger “super-exponential growth” for the automaker, as new products like the Cybercab and Optimus expand Tesla’s offerings.
“Because think about it. It is a convergence among three of our major platforms. So, robots, energy storage, AI, and it’s not stopping with Robotaxis. There’s a story beyond that with humanoid robots, and our $2,600 number has nothing for humanoid robots. We just thought it’d be an investment, period,” Wood stated during an appearance at Steven Bartlett’s podcast The Diary Of A CEO.
Investor's Corner
Tesla VP for AI software makes a case for upcoming Elon Musk shareholder vote
Elluswamy reiterated the idea that Tesla is indeed at a critical point in its history.
Tesla’s Director of Autopilot Software and VP of AI Software Ashok Elluswamy has shared his thoughts about CEO Elon Musk’s 2025 performance award. While the executive typically discusses topics related to the company’s tech and AI initiaives, Elluswamy made it a point to make a case for Musk’s proposed pay package.
Tesla’s VP for AI Software shares his insights
In a post on X, Elluswamy reiterated the idea that Tesla is indeed at a critical point in its history. This is because the company is changing from a leader in electric vehicles and a major player in the energy storage market to a powerhouse pioneer in robotics that are powered by real-world AI. As per the executive, Elon Musk’s leadership of Tesla is more relevant now more than ever. He also reported an X article he previously wrote about Elon Musk and Tesla.
“This note regarding the importance of Elon leading Tesla is more relevant now than ever. Tesla is at a critical juncture, as it is metamorphosing into the world leader in robotics. Creating large-scale, useful robots requires expertise across engineering design, manufacturing, real-world AI software, chips for AI, and more. Elon is, quite likely, the only person on Earth with deep skills and the right instincts across all these domains,” Elluswamy stated.
A push to support Musk’s 2025 performance award
In recent weeks, Tesla executives such as Board Chair Robyn Denholm have been encouraging TSLA shareholders to vote in favor of Elon Musk’s 2025 performance award, as well as other proposals that the company’s directors have argued are critical to the future of the company. These proposals, Tesla executives noted, are necessary to ensure that the company can achieve the ambitious targets of Elon Musk’s Master Plan Part IV.
Elon Musk’s pay package, as well as the company’s proposals, would be decided at the upcoming 2025 Annual Shareholders Meeting, which would be held at Giga Texas on November 6, 2025. Needless to say, Tesla’s future might very well be decided during the event.
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