Overview
- ISS and Glass Lewis both recommended voting against Tesla’s new performance-based award for Elon Musk, citing extreme size, potential dilution and weak guardrails.
- Tesla issued a public rebuttal calling the proxy reports misguided and urging shareholders to support the board’s proposals.
- Musk responded to criticism on X by saying, “Which of those CEOs would you like to run Tesla? It won’t be me,” implying he could step away if the package fails.
- The proposal ties 12 tranches to aggressive targets, including lifting market value toward about $8.5 trillion and goals such as 10 million FSD subscriptions, 1 million robotaxis and roughly $400 billion in adjusted EBITDA; full vesting could lift Musk’s stake to nearly 29%.
- With the vote set for Nov. 6, Musk and his brother can vote their shares after Tesla’s move to Texas, and supporters like Cathie Wood predict retail investors will carry the package despite organized opposition from pension and union groups.