Elon Musk may ‘step back’ if shareholders reject $56bn pay package, Tesla chair warns | Elon Musk

The chair of Tesla has raised the prospect of Elon Musk stepping back from the electric carmaker if shareholders do not back the chief executive’s $56bn (£44bn) pay package, saying there are “other places” the entrepreneur could spend his time.

Robyn Denholm added in a letter to investors that next week’s vote on the biggest remuneration deal in US corporate history was “obviously not about the money” because Musk would remain one of the richest people on the planet regardless of the outcome.

Denholm said Musk could step away from Tesla, or spend less time at the company, if the vote on 13 June went against him. Investors approved Musk’s original $56bn (£44bn) pay deal in 2018 but it was struck down by a judge in January, forcing the board to ask them to ratify it again.

“What we recognised in 2018 and continue to recognise today is that one thing Elon most certainly does not have is unlimited time. Nor does he face any shortage of ideas and other places he can make an incredible difference in the world,” Denholm wrote. “We want those ideas, that energy and that time to be at Tesla, for the benefit of you, our owners. But that requires reciprocal respect.”

Musk’s other business interests include the rocket company SpaceX, artificial intelligence startup xAI and X, the social media platform. Some Tesla investors have expressed concern about his ability to focus on Tesla. Musk’s behaviour on X, where he has more than 186 million followers, has also irritated one institutional investor in Tesla, Ross Gerber, who said it has “absolutely damaged the [Tesla] brand”.

Denholm wrote in the shareholder letter, dated 5 June, that the purpose of the 2018 deal was to “keep Elon focused on Tesla and motivated to achieve the company’s incomparable ambitions”.

“Upholding our end of the bargain, then, by ratifying the decision we all made in 2018, is more important than ever. If Tesla is to retain Elon’s attention and motivate him to continue to devote his time, energy, ambition and vision to deliver comparable results in the future, we must stand by our deal,” she wrote.

Referring to Musk’s fortune, Denholm added: “This is obviously not about the money. We all know Elon is one of the wealthiest people on the planet, and he would remain so even if Tesla were to renege on the commitment we made in 2018.”

Denholm said the package, which included options to buy Tesla stock, requires Musk to wait five years before selling shares that he receives in the deal.

Musk’s fortune stands at $203bn, according to Bloomberg, making him the world’s third wealthiest person.

Last month, ISS, a top proxy advisory firm, recommended shareholders vote against the package, calling the compensation excessive. Glass Lewis, another advisory firm, has recommended a vote against. Bailie Gifford, a top-15 investor in Tesla, has said it plans to back the package, while Calpers, the US public pension fund and a top-25 shareholder, has said it plans to vote against.

Musk owns approximately 13% of Tesla but the statement to shareholders before the AGM indicates that the billionaire’s stake will not count towards the vote, saying the vote must be a majority of Tesla stock “not owned, directly or indirectly, by Mr Musk” or his brother Kimbal.

Denholm also asked shareholders to approve moving the company’s legal base to Texas. Tesla is incorporated in the US state of Delaware but Musk moved immediately to switch its registration to Texas, where its headquarters are based.

“Being incorporated in Texas provides the best platform for Tesla to grow and innovate because we believe that Texas legislators and courts are in the best position to fairly develop and make decisions about corporate law that applies to Tesla, especially when our next big bet pays off beyond anyone’s wildest expectations,” wrote Denholm.

Dan Ives, an analyst at the US stockbroker Wedbush Securities, said Musk was “not going anywhere” but could drop his chief executive title and become less involved in Tesla if the vote goes against him.

“Musk is not going anywhere but if the comp package is denied he will potentially shed his CEO title and become less involved in Tesla over time,” said Ives.