Investor's Corner
Tesla’s re-election bid for 3 board members challenged by activist firm
CtW Investment Group, an activist firm representing Tesla shareholders, recently voiced its opposition to the company’s bid to re-elect three of its board members — Antonio Gracias, Kimbal Musk, and James Murdoch. According to CtW, the three board members are a “holdover” from the company’s early days, and that Gracias, Musk, and Murdoch “exemplify the company’s failure to evolve.”
In a letter, CtW executive director Dieter Waizenegger wrote that Tesla needs to elect a board of directors that are independent and not personally bound to Elon Musk.
“Tesla has failed to hit critical production milestones and has consequently seen its past progress toward profitability sharply reverse. But instead of recognizing the need for independent and effective board leadership, Tesla has re-nominated three directors who exemplify the company’s failure to evolve,” the CtW executive wrote, according to a Bloomberg report.
According to Waizenegger, Gracias, who is currently Tesla’s lead independent director, holds both professional and personal ties with Elon Musk. The CtW executive director noted that Gracias is so close to to the Tesla CEO; he received the second Roadster that the company built. Valor Equity Management, a firm founded by Gracias, helped Tesla in funding rounds before the electric car maker went public in 2010.
“The lead independent director should be leading a process of renewing and modernizing the board by recruiting well-qualified, diverse, and independent directors with a combination of industry and governance experience. Given his longstanding conflicts, we see no likelihood that Mr. Gracias will change course and initiate this long overdue process,” Waizenegger wrote.
Waizenegger also opposed the re-election of Kimbal Musk, citing the food entrepreneur and investor’s lack of relevant industry experience. Similar concerns were expressed towards 21st Century Fox CEO James Murdoch as well, considering that he does not appear to have experience in either manufacturing and engineering — disciplines that are pertinent to Tesla’s operations and growth. Overall, Waizenegger believes that the time is now right for the electric car maker to modernize its board of directors.
“Now that Tesla’s IPO is eight years in the past, a modernization of the Tesla board is long overdue,” the CtW executive wrote.
CtW’s oppositions to board appointments have borne fruit in the past. Just last year, the activist firm successfully organized a campaign encouraging Urban Outfitters shareholders to vote against the appointment of a director, citing the lack of independence among the company’s executives. The activist firm also conducted a similar campaign against Tiffany & Co.’s directors, and while the response from the jewelry giant’s shareholders was quite muted, the company eventually appointed a new CEO and chairman.
The vote for the re-election of Antonio Gracias, Kimbal Musk, and James Murdoch is scheduled for Tesla’s annual shareholders’ meeting on June 5.
As we noted in a previous report, Tesla shareholders recently received some good news from JL Warren Capital LLC. In a note to its clients, the financial firm stated that orders from a Model 3 supplier show “encouraging signs” that the production ramp of the mass market electric car could hit a steady rate of 5,000 Model 3 per week in the third quarter.
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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