Does Elon Musk, the world's richest man,
deserve $56 billion? The largest compensation package
in history? $55.7 billion more than Google's CEO. (Clip)
In recent years,
"billionaire" has become a pejorative.

Like, it's a pejorative. It's like, "that's a bad thing." That's the question that's rocking
the financial world right now. (Clip)
A group of Tesla shareholders are trying
to encourage others to vote against

CEO Elon Musk's $56 billion pay package. This is a great American story. Rolling the dice, there's a great chance he gets nothing. But if he performs, he gets a huge payout and we should applaud that. $55 billion is such a large pay package
that it basically skewed

dramatically upward the entire data set for the compensation
consulting industry. I can't think of one other example where a company not just would give,
you know, a $56 billion pay package, but to a guy who was like a one-third time
CEO and whose distractions

are threatening to pull the company in bad
directions. That's New York City Comptroller Brad Lander. He's leading the fight,
along with other major shareholders, to reject Musk's astronomical pay package
at the automaker's annual shareholder

meeting June 13th. I mean, the pay package, to say
it's stratospheric doesn't really represent a good understanding of like,
I don't know, the Earth's atmosphere. It's just off the charts. But why is the city comptroller
talking about a CEO's business decisions?

Doesn't Elon know what he's doing if he's the richest man in the world? And why does he have to listen
to a bunch of pesky shareholders who have never run
a multibillion-dollar business? Well, let's take a look at how he's
been running Tesla in the last few years.

Since the start of this year, Tesla's
stock has fallen more than 40%. Sales are plummeting. Layoffs are rampant. In April, the company sent home over 14,000
employees, or 10% of its global workforce.

The really cool-looking
Cybertruck has been marred by recalls and the highly anticipated and affordable
Model 2 was scrapped by Musk. And now it seems like he's not even sticking to the brand's mission
of making electric vehicles.

Instead, he's pouring his focus
in between epic tweets, or X's, pardon me, into launching an OpenAI competitor
and robo taxis, which are supposedly dropping on
August 8th. The market with EVs is just beginning.

A little long-term
research in the robo taxis and whatever else he's got in
his imagination is fine. That's long-term R&D, but when that eats
the whole attention of the company, that's not good. Maybe he's not so interested in EVs
as his alliance with Trump grows.

(Donald Trump)
Now they want to go to an EV. Everybody has to have an electric car. Isn't that wonderful? They don't go far. By the way, that ends on the first day. Maybe he's distracting shareholders by presenting new shiny ideas
that will save them all.

Whatever the case, it's all hurt Tesla's reputation. Elon Musk is alienating
the core customer base of Tesla. And maybe that's why he's trying
to imagine Tesla as a different business. But that just doesn't make sense.

Like, what the board of Tesla should say
is, okay, either you can be the CEO of Tesla,
put your focus and energy here, stop with the distractions
that are driving our buyers away, grow the company, or we should get somebody else
who will do that.

I mean, the guy is literally
the CEO of three companies. How can any one of those be thriving? Very rarely
is a CEO running three companies and also seemingly spending
most of his time on Twitter ranting. But that is what Elon Musk is doing.

I mean he’s the CEO of Tesla, he’s the CEO of SpaceX, he’s the CEO of X, and clearly he spends a lot of time on X ranting
politically. Lander is also leading the opposition
on that egregious pay package

because, as the NYC Comptroller, he manages
retirement funds, and your retirement is actually what is funding Musk's
record compensation package. The New York City pension funds own
quite a lot of Tesla stock. You know, over $600
million in Tesla stock

we own. If Musk is handed
$56 billion by Tesla's board, it's estimated that everyone's
Tesla shares will dilute by nearly 9%. To put that in perspective, other
big companies usually see their shares value decrease by only 1% when new shares
are doled out as part of pay packages.

And it's not just the suits smoking
fat cigars who will feel this. It's working
people like you. There are titans of industry
and very wealthy people who own a lot of stock,
but a whole lot of stock is owned

by working people through their pension
fund. This dilution wouldn't just squeeze people like teachers, firefighters, school
crossing guards and nurses. It would also increase Musk's control
over the company, boosting his ownership stake from 12.9% to 22.4%.

And how we got here in
the first place is just as head-scratching as Musk's
giant pay package for part-time work. See this $56 billion number you keep
hearing was decided on back in 2018. Back around the time
“A Star Is Born” hit theaters, Tesla's

Board of Directors were birthing
something of their own. The biggest pay package
in the history of the corporate world. The board approved a massive $56
billion payout for their CEO, Elon Musk. But a few shareholders
thought it was excessive

and that the board
wasn't acting independently. So some shareholders sued and a Delaware judge agreed with them
and rescinded the pay package. I've never seen anything quite like it
where the court says, a judge says, we looked at what's required
for a board to act independently

and they didn't do it. Now, lots of boards
are way too close to their CEO. That's not uncommon. But still, it is uncommon for it
to be so blatant a violation of independent shareholder governance
that the court would rule against it.

The Delaware judge rejected the pay package because it was developed by Musk himself, rather than an independent compensation committee. He was just like, “Uh, yeah, $56 billion would be cool.” Company shareholders were not properly informed about that when they were asked to vote.

Which is no surprise considering some of Tesla's board members are actually family members and, if you can believe it, even friends of Musk. Kimbal Musk is Elon's brother. When I say a family-owned company, this is a family-owned company.

And James Murdoch, son of Rupert, but also, like, best buds with Elon Musk. So this is like a bro board of literal family and chums, and, like, they could go for, like an AI fishing weekend or whatever.

But the board is supposed to be independent board members and James Murdoch and Kimbal Musk ain’t that. So, with friends and family on the board of Tesla, they're pushing forward with the pay package anyway, despite what that Delaware judge ruled.

Tesla's shareholders meeting is poised for June 13th, and they'll be voting on a few things here. Tesla's proposal to move the corporation from Delaware to Texas so they can dodge the Delaware court. The reelection of two board members, Kimbal Musk and James Murdoch.

And, of course, Elon's enormous pay package. Luckily, Brad Lander isn't the only shareholder voting no on these fronts. It is kind of a polarized world, and there's no doubt he has his defenders.

but most people who take the point of view of what's good for broad corporate governance know this stinks. In addition to proxy advisor Glass Lewis urging shareholders to vote no, CalPERS, who is among the top 30 investors of Tesla, is also planning

to vote against the pay package proposal. The team is evaluating it. But as of today, minus the conversation that has yet to happen with Tesla, we would not be voting in favor of that proposal. ISS, one of the biggest advisory firms, has also joined the opposition.

If Musk's pay package goes through, along with Tesla's move to Texas and the reelection of two controversial board members, it could fundamentally undermine the integrity of corporate governance. Allowing this to continue unchecked prioritizes the interests of powerful CEOs

and their close associates over those of middle class workers and the general public, ultimately hurting the economy and setting a dangerous precedent for CEO pay. But if things get broken in the way that this case suggests, there really is a risk the whole thing could kind of erode

and the provisions that make it possible for investors to invest in companies that will grow in ways that pay good returns for pensioners and create good jobs for workers and respect their freedom of association and build a middle out, flourishing U.S. economy

gets eroded by wanton billionaires, and there's risk that that's what will happen more and more if he's allowed to win here.

Elon Musk Secures Record Shattering $56 Billion Pay Package

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More Perfect Union

일론 머스크의 560억 달러 보상 패키지를 둘러싼 논란

구글 CEO의 연봉을 557억 달러나 초과하는 사상 최대 규모의 보상 패키지에 대한 정당성에 의문을 제기합니다.

테슬라 주주들은 이 패키지에 반대표를 던지고 있습니다.

패키지 규모가 커지면서 컨설팅 업계의 보상 데이터가 크게 왜곡되었습니다.

머스크의 비상근 CEO 역할과 회사를 위협하는 산만한 활동에 대한 우려가 제기되었습니다.

뉴욕시 감사관 브래드 랜더는 이 패키지에 대한 반대를 주도하고 있습니다.

테슬라의 최근 실적과 머스크의 행보

Tesla의 주가는 40% 이상 하락했고, 매출은 급감하고 있으며, 정리해고가 광범위하게 이루어지고 있습니다.

사이버트럭 리콜, 모델 2 출시 취소, 전기차에 대한 관심 전환.

머스크는 전기차 대신 OpenAI 경쟁업체와 로봇 택시에 집중하고 있습니다.

머스크의 우선순위와 트럼프와의 잠재적 동맹 관계에 대한 우려는 전기차에 대한 집중에 영향을 미칩니다.

머스크의 행동은 테슬라의 평판을 떨어뜨리고 고객을 멀어지게 하고 있습니다.

머스크의 리더십과 보상의 의미에 대한 분석

머스크에게 테슬라에 집중하거나 CEO를 교체할 것을 제안합니다.

트위터에서 시간을 보내면서 세 회사를 효과적으로 이끌고 있는 머스크의 능력에 대한 우려도 있습니다.

패키지로 인해 영향을 받는 퇴직금 관리로 인한 랜더의 반대.

뉴욕시 연기금의 상당한 테슬라 주식 소유와 잠재적 희석 가능성.

다른 회사의 일반적인 1%에 비해 약 9%의 점유율 희석이 예상됩니다.

560억 달러 규모의 패키지는 2018년에 결정되었습니다.

주주들이 소송을 제기했고, 델라웨어 판사는 이사회의 독립성 부족을 이유로 이 패키지를 철회했습니다.

판사는 이사회가 독립적으로 행동하지 않았다고 판단했습니다.

법원은 노골적인 주주 지배구조 위반을 이유로 해당 패키지에 대해 반대 판결을 내렸습니다.

이 패키지는 머스크가 직접 개발했고, 주주들은 제대로 된 정보를 받지 못했으며, 이사회 멤버는 가족과 친구들이었습니다.

예정된 주주총회 및 잠재적 결과

주주들은 테슬라의 텍사스 이전, 이사회 멤버(킴벌 머스크와 제임스 머독)의 재선임, 일론 머스크의 급여 패키지에 대해 투표할 예정입니다.

글래스 루이스와 캘퍼스 등 많은 주주들이 이 제안에 반대표를 던지고 있습니다.

ISS도 반대 의견에 동참했습니다.

이 제안을 승인하면 기업 지배구조가 약화될 수 있습니다.

잠재적인 부정적 경제 영향과 CEO 급여에 대한 위험한 선례가 될 수 있습니다.