Elon Musk's pay package approval was a 'mistake' and Tesla needs to keep him in check, some institutional shareholders say

Elon Musk. Apu Gomes via Getty Images

• Tesla investors voted on Thursday to approve Elon Musk's multibillion-dollar pay package.
• However, some institutional shareholders told BI that Musk's award was a mistake.
• One investor questioned if Musk is the right person to continue leading Tesla.

Some institutional Tesla shareholders told Business Insider that approving Elon Musk's record-shattering pay package was a mistake and that they have lingering concerns about Musk's ability to lead the company.

Investors representing about 72% of the company's shares voted on Thursday to green-light Musk's $55 billion pay package, which was struck down by a Delaware court in January. The vote doesn't immediately reinstate Musk's award, but it does provide Tesla lawyers with some ammunition when they make their case again in Delaware.

Reuters reported that Vanguard, the largest institutional shareholder with a 7% stake in Tesla, voted to approve the pay package.

Yet despite the majority approval of Musk's pay package, institutional shareholders who spoke to Business Insider were skeptical that the $55 billion stock option is commensurate with his performance and remained concerned about the company's leaders, including Musk.

"Once again it has been solidified that Tesla is a great company with not so great governance," Anders Schelde, chief information officer of AkademikerPension, a Danish pension fund that invests in Tesla, told BI in an email. "We remain invested, but governance is red flag, and I seriously wonder if Tesla would be a better company with or without Mr. Musk, and I think many investors have the same doubts."

AkademikerPension is one of eight institutional Tesla shareholders that cosigned a letter in May advising other investors to vote against both Musk's pay package and the reelection of James Murdoch and Musk's brother, Kimbal Musk, to seats on Tesla's board. Investors voted to retain both men on the board.

It's unclear how many Tesla shares AkademikerPension owned as of June 14.

Shareholders call for board oversight

During Thursday's shareholder meeting, Musk challenged concerns from institutional shareholders, though he did not name specific investors.

"Talking to a lot of the sort of big institutional investors … they're often in like New York, and they don't drive cars," Musk said at the meeting. "So I'll be like, 'Um, have you tried self-driving? You know, the version 12.3?' And they're like, 'Uh no.' OK, well, you should try it. That would be a good thing to do."

New York City Comptroller Brad Lander, who also cosigned the May letter, told BI in an email that approving the pay package was a "mistake," but that the company should move forward with clear plans to steady growth and ensure Musk is focused on that goal.

"We expect genuine board oversight and a CEO deeply committed to Tesla's growth rather than other ventures," Lander said in a statement. "The Board should ensure its approval is required for any attempts to leverage Tesla's resources for Musk's other ventures, aligning shareholder interests with company goals."

Lander added that the the board should hire a "compensation consultation" to renegotiate an incentive plan for Musk that won't be dilutive to shareholders instead of defending the pay package in court.

Lander's spokesperson told BI that as of April 30, the New York City Retirement System owned more than 3.4 million shares of Tesla stock.

The California Public Employees' Retirement System, or CalPERs, which, according to the pension fund, owns about 9.2 million Tesla shares, has also been vocal about striking down Musk's pay package.

A CalPERS spokesperson declined to comment but pointed to a statement released a day before the Thursday shareholder vote, which stated that Musk is "entitled to be well compensated for his work," but the current award package is excessive and "highly dilutive to shareholders."

"This exorbitant compensation package is at odds with CalPERS' longstanding views on executive pay," CalPERS CEO Marcie Frost said in the statement. "The compensation is excessive when compared to executives at peer companies, highly dilutive to shareholders, and isn't tied to the long-term profitability of Tesla."

Musk and a spokesperson for Tesla did not immediately respond to a request for comment.

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