tesla's board of directors recently proposed a controversial incentive plan. if certain performance targets are achieved, ceo musk could receive up to $1 trillion (about ¥71.2 billion) in stock compensation, an amount far exceeding previous records. however, on thursday, an investor group composed of several major public pension funds sent a letter to all shareholders, strongly urging the rejection of the plan and the dismissal of all directors subject to re-election, accusing tesla of having serious governance flaws.
this controversy is not unfounded. the $5.5 billion compensation plan previously proposed by tesla's board of directors was ruled illegal by the court and overturned, as it was too closely tied to ceo musk and misled shareholders. subsequently, a $2.6 billion plan was proposed, which, while avoiding a shareholder vote, still updated the ceo's compensation record. in their letter, the investor group sharply pointed out that tesla's performance has declined in recent years, with competitors taking over market share in the electric vehicle market, while musk's key areas of robotics and autonomous driving have not achieved breakthrough results. this is closely related to the "captured" state of the board of directors, most of whose members have personal or business interests with musk and lack an independent supervision system.
the investor group particularly called for the disqualification of three directors who are close friends of musk: ira ehrenpreis, kathleen wilson-thompson, who previously promoted an illegal compensation system, and joe gebbia, who has conflicts of interest. they also criticized proposal 3 for tying musk to employee incentives and depriving shareholders of their voting rights, and proposal 4 for a $1 trillion incentive plan with vague goals and unclear implementation mechanisms, which could dilute shareholder value.
