Elon Musk. Picture: REUTERS
Elon Musk. Picture: REUTERS

Tesla shareholders should turn down a plan to grant Elon Musk a $2.6bn award, the world’s second-biggest proxy adviser recommended, potentially sapping the company’s effort to assure investors that the co-founder isn’t leaving anytime soon.

At the current rand-dollar exchange rate, this would amount to a R31bn bonanza for the SA-born tech entrepreneur. 

This is more than SA's entire 2018-19 budget for agriculture and rural development of R30.2bn, announced in Parliament recently.

The award, which could give CEO Musk an additional 12% of Tesla’s shares, is too costly and will dilute other investors, Glass Lewis says in a report to clients obtained by Bloomberg on Monday.

Tesla needs majority shareholder approval at a March 21 special meeting to make the grant.

“Any relative comparison of the grant’s size would be akin to stacking nickels against dollars,” Glass Lewis says in the February 28 report, questioning why Musk would need one of the largest equity awards in history to keep him fully focused on the business.

Supporters have praised the compensation plan as a signal that Musk will remain at Tesla and that his other ambitions won’t take priority over stock returns.

Others have raised questions as to whether the purpose of the proposed 10-figure package is to motivate Musk, who is already a billionaire and holds a 20%, or a very expensive way of calming investors concerned he’ll abandon the maker of electric cars for one of his other ventures.

A spokesman for Tesla declined to comment.

SolarCity deal

Glass Lewis’s clients include more than 1,300 institutional investors worldwide, though they aren’t bound to heed its advice. In 2016, the advisory firm urged shareholders to reject Tesla’s proposed acquisition of SolarCity, calling it a “thinly veiled bail-out plan”. Investors ultimately approved the merger.

Tesla’s proposed award, first disclosed in January, would give Musk the option to buy as many as many as 20.3-million shares if the firm’s market value increased to $650bn or more, and equally aggressive revenue and profit goals were met.

Reaching those targets would make Tesla one of the world’s biggest companies and its CEO perhaps the richest person on the planet.

Musk was granted a similar but smaller award in 2012, linked to market value and development and production of electric cars. Most of those goals have been met and the firm’s share price has increased more than 10-fold. But the success has also underscored the company’s dependence on its CEO — a risk factor that is routinely spelled out in regulatory filings.


“Although Mr Musk spends significant time with Tesla and is highly active in our management, he does not devote his full time and attention to Tesla,” the firm’s annual report said, noting that he is also CEO of SpaceX.

His other ventures, including start-up Neuralink and tunnel digger Boring Co, have fuelled speculation that he may be looking to spend less time at Tesla — a suggestion he has repeatedly rejected.

“I expect to remain CEO for the foreseeable future,” Musk said on a February call with analysts. “There are no plans to make a change at this time.”

The award could affect what Tesla has to pay to hire a potential successor, Glass Lewis said, adding that Musk could receive a big windfall even if only a few of the tranches vested, while the requisite stock performance would not necessarily beat the broader market by a wide margin.

While it is closely tied to performance, “the package loses sight of the question whether you truly need to put more equity at work for a CEO that already has considerable ownership” and outstanding equity grants, said Aalap Shah of compensation-consulting firm Pearl Meyer.