Tesla investor support for Musk pay plan declined from 2018 package

Tesla shareholders voted last week to give CEO Elon Musk a record pay package, one that could net him about $1 trillion in company stock over the next decade. But Musk received less support than he did for an earlier pay plan in 2018.

Setting aside holdings owned by board members and executives, about 66.9% of shares tabulated in the vote were in favor of the package, according to a filing on Friday. When shareholders voted on the 2018 plan, that number was 73%, according to an analysis by Andrew Droste, head of corporate governance at investment firm Columbia Threadneedle.

In announcing the preliminary results on Thursday at the company’s annual shareholders meeting, Tesla said the plan received 75% support among voting shares. The company count included insiders like Musk, who held around a 15% stake in Tesla going into the proxy and was allowed to vote his shares.

The decline from the prior vote follows a tumultuous stretch for Musk and Tesla. Sales slumped in the first half of the year, in part because of Musk’s inflammatory political rhetoric and his work for the Trump administration, slashing the size of the federal government. Tesla’s brand value has also deteriorated.

Still, Droste said in an email that even at just under 70%, the vote represents “broad support for Elon among Tesla’s shareholder base.” Most investors recognize that Tesla and Elon Musk are “inextricably linked,” he wrote, and were “unwilling to risk his potential departure by allowing this vote to fail.”

Board members recommended shareholders approve the pay plan, which they introduced in September. Top proxy advisors Glass Lewis and ISS had recommended that investors vote against it.

The pay package for Musk, already the world’s richest person, consists of 12 tranches of shares to be granted if Tesla hits certain milestones over the next decade. The first tranche of stock gets paid out if Tesla hits a market capitalization of $2 trillion, about $500 billion more than the current valuation. Awards tied to market cap gains are paired with operational achievements.

Musk could still collect more than $50 billion by hitting a handful of the more attainable goals laid out for him by the board in the new pay plan. There are also a list of “covered events” in the award terms that would allow him to earn his shares without meeting required operational milestones.

Tesla didn’t immediately respond to a request for comment.

Correction: A prior version of this story had an incorrect figure for the vote in support of the pay package.

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