Investor's Corner
Tesla investors advised to ditch Kimbal Musk, James Murdoch by ISS in Shareholder vote
Tesla investors (NASDAQ: TSLA) are advised not to re-elect Kimbal Musk or James Murdoch in the coming Annual Shareholder Meeting by proxy advisor Institutional Shareholder Services (ISS). Because Musk and Murdoch received large compensation packages from Tesla’s board, ISS believes the two non-executive board members do not present any advantages to the automaker’s general Governance.
Musk, being the brother of CEO Elon Musk, has overwhelming support from most investors due to his family ties. Kimbal has spent much of his career in the restaurant business, acting on the board of Chipotle Mexican Grille from 2013 to 2019. He is also the founder of an indoor food growing operation called Square Roots. Murdoch is the son of media tycoon Rupert Murdoch and once held the position of CEO of 21st Century Fox. Musk and Murdoch have been on Tesla’s board since 2004 and 2017, respectively.
A 14A filing with the SEC from late August showed that Kimbal Musk and Murdoch were nominated for re-election as Class II directors. “A discussion of the qualifications, attributes, and skills of each nominee that led the Board and the Nominating and Corporate Governance Committee to the conclusion that he should continue to serve as a director follows each of the director and nominee biographies,” the filing said.
Despite their years of service to the Tesla board, ISS believes the two current board members are entitled to excessive payouts from company performance-based incentive plans. “Votes AGAINST directors James Murdoch and Kimbal Musk are warranted due to concerns regarding excessive compensation to named executive officers and to non-executive directors,” ISS said in a note to investors, according to Reuters.
Tesla to hold 2021 Shareholders Meeting on Oct. 7: Here’s what will be discussed
ISS says that Kimbal’s payout package is supplemented by the fact that he also does not serve on any board committees. Meanwhile, Murdoch service on Audit and Governance Committees. According to the ISS note, the Audit Committee pledged a large sum of company stock to directors, which raised questions regarding its risk oversight. The Governance Committee failed to react appropriately to last year’s Shareholder proposal, which was supported by the majority of voters.
The Tesla Board will change at the upcoming Shareholder’s meeting. It will shrink from nine members to eight following the departure of director Antonio Gracias, who agreed in part with the Nominating and Corporate Governance Committee to leave the company, according to the 14A filing with the SEC.
Ultimately, Tesla shareholders will have the final say in what happens with Kimbal Musk and Murdoch. Tesla will hold its 2021 Annual Shareholder meeting on October 7th, 2021, and all stockholders will be able to vote. Last year’s meeting saw Elon Musk remain CEO due to a 98.8% vote that approved his position. For the first time, the Shareholder Meeting will be held at Gigafactory Texas in a virtual fashion.
Disclosure: Joey Klender is a TSLA Shareholder.
Don’t hesitate to contact us with tips! Email us at tips@teslarati.com, or you can email me directly at joey@teslarati.com.
Elon Musk
‘You chose ambition’: Tesla Chair hails shareholders for backing Elon Musk’s vision
Denholm stated that the vote highlighted TSLA investors’ continued confidence in both Musk’s leadership and Tesla’s vision for an autonomous, AI-driven future.
Tesla Chair Robyn Denholm has issued a letter to shareholders celebrating what she described as “overwhelming support” at this year’s Annual Meeting, framing the approval of Elon Musk’s trillion-dollar pay plan as a defining moment in Tesla’s mission.
Denholm stated that the vote highlighted TSLA investors’ continued confidence in both Musk’s leadership and Tesla’s vision for an autonomous, AI-driven future.
Denholm hails shareholder confidence
In her letter, which was posted by the electric vehicle maker on X through Tesla’s official handle, Denholm thanked investors for backing Proposals One, Three, and Four, items she said reaffirm Tesla’s “Master Plan Part IV” and its broader mission to accelerate sustainable prosperity. She characterized the shareholder vote as “a vote of confidence in our visionary leader, Elon,” crediting Musk with transforming Tesla into one of the most valuable companies in history.
“In a year when many tried to sow doubt and negativity, you chose a better future,” Denholm wrote. “You chose ambition. You chose to see what is possible. You chose to back the people who have been in the room since the earliest days, fighting for the mission that first brought us all together—a better world for humanity,” she wrote in her letter.
Her comments framed Musk’s pay package approval not only as a governance milestone but as a symbolic endorsement of Tesla’s long-term trajectory across autonomy, AI, and energy innovation.
“A whole new book” of innovation
Denholm highlighted Tesla’s push toward autonomy as the company’s next major growth phase, citing the Robotaxi program and Optimus humanoid robot as examples of bringing artificial intelligence “into the physical world.” She described this period as potentially “the largest value-creation event in Tesla’s history, and quite possibly in the history of humanity.”
The letter reaffirmed the board’s commitment to direct engagement with shareholders through Tesla’s online platform and live events. Denholm emphasized that feedback from investors “informs our strategy and strengthens us” as Tesla prepares for new technology rollouts and expanded AI capabilities.
“You, our shareholders, have given us the mandate and the runway to execute. We are humbled, and rest assured that we do not take that responsibility lightly… Thank you for believing in Tesla. Thank you for standing with us. We look forward to years of bold leadership and pioneering innovation, fueled by our commitment to creating a better future for all,” she wrote.
Elon Musk
Twitter co-founder Jack Dorsey endorses Elon Musk Tesla pay package
Dorsey framed the pay package as an engineering and governance crossroads for Tesla.
Twitter co-founder and Square CEO Jack Dorsey has publicly backed Elon Musk’s leadership ahead of Tesla’s pivotal shareholder vote, which is expected to be decided later today at the company’s 2025 annual meeting.
Dorsey framed the pay package as an engineering and governance crossroads for Tesla.
Dorsey’s public nod framed as an engineering defense of Musk
In a post on X, Dorsey weighed in on Tesla’s post about being in a “critical inflection point.” As per the Twitter-co-founder, the vote on Musk’s 2025 performance award is not about compensation. Instead, it’s about ensuring the path for the company’s engineering in the coming years.
“This is not about compensation. it’s about ensuring a principled (and exciting!) engineering approach to the company’s future,” Dorsey wrote on his post, later stating that users of Cash app with TSLA shares would be able to vote for the CEO’s proposed 2025 performance award.
Elon Musk appreciated Dorsey’s endorsement, responding to the Twitter co-founder’s post with a heart emoji. Musk has been pretty thankful for the support for is fellow tech executives, also thanking Michael Dell recently, who also advocated for its proposed 2025 performance award.
Musk’s support
While Elon Musk’s 2025 performance award has received opposition from proxy advisors such as Glass Lewis and ISS, it has received quite a lot of support from longtime bulls such as ARK Invest, and, more recently, Schwab Asset Management following calls from TSLA retail shareholders.
“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved,” Charles Schwab told Teslarati.
Elon Musk
Tesla Robotaxi and autonomy dreams lean on shareholders: Wedbush
Tesla’s dreams of developing a Robotaxi suite that utilizes a fully autonomous platform developed by the company’s top-tier talent now lean on shareholders and perhaps the most crucial vote in its history.
That’s what Dan Ives of Wedbush said in a new note to investors on Wednesday. As the Annual Shareholders’ Meeting is now just one day away, investors are down to their final chance to vote for or against Elon Musk’s new compensation plan.
Ives wrote that, while the company has made its intentions clear, wanting to maintain Musk, pay him accordingly, and give him the voting power he has long wanted, ultimately, the responsibility falls on investors.
🚨 A new note from Wedbush’s Dan Ives on Tesla $TSLA:
“A Big Day On Deck Tomorrow for Musk and Tesla; We Expect Pay Package Passes
Tomorrow Tesla will be hosting its annual shareholder meeting with all focus on the Musk pay package on deck. We expect Musk to get overwhelming…
— TESLARATI (@Teslarati) November 5, 2025
As many retail shareholders have pushed for people to vote for Musk’s compensation package, there are a handful of large-scale funds and firms that have decided to go in another direction. Bullish Wall Street firms, Wedbush being one of them, believe it is crucial for Tesla to maintain Musk.
The vote could have major implications on whether Tesla launches an autonomous Robotaxi suite in the near future, Ives says:
“Getting Musk’s pay package approved tomorrow at the highly anticipated meeting will be a big step towards advancing Tesla’s future goals with the autonomous and Robotaxi roadmap ahead.”
While some investors are convinced the company is ready to go in a different direction simply based on Musk’s political involvement over the past year, many investors are under the impression that the development of Tesla’s autonomy suite, as well as its prowess in the EV sector, would fall if Elon were not at the helm.
Tesla’s Board of Directors has already stated that they have received confirmation that Musk’s political involvement would wind down in a timely manner. Moving forward, his focus will not veer from the mission of any of his companies; at least that’s what can be gathered from some of the Board’s communications over the past month.
Musk’s new compensation package is incentivized by performance metrics and will require him to achieve a handful of lofty tranches. He will not get paid unless he drives shareholder value, which is something many skeptics tend to leave out.
Ives continues:
“This new incentive-driven pay package for Musk would also provide an additional 423 million shares of common stock (~12% of shares), which would increase his ownership of Tesla up to ~25% voting power, which we believe was critical to keep Musk at the helm to lead Tesla through the most critical time in the company’s history. We believe this was the smart move by the Board to lay out these incentives/pay package at this key time as the biggest asset for Tesla is Musk…and with the AI Revolution, this is a crucial time for Tesla ahead with autonomous and robotics front and center.”
Wedbush maintained its Outperform rating and $600 price target on shares.
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