just say no

Elon Musk sees more resistance against his multibillion dollar pay package

Shareholders of the electric vehicle and solar panel company are voting on the package, with the results to be tabulated at Tesla's June 13 annual meeting. Photo via cdn.britannica.com

A second shareholder advisory firm has come out against reinstating a pay package for Tesla CEO Elon Musk that was voided earlier this year by a Delaware judge.

ISS late Thursday joined Glass Lewis in recommending against the package, recently valued by the company at $44.9 billion but in January had a value of about $56 billion.

Shareholders of the electric vehicle and solar panel company are voting on the package, with the results to be tabulated at Tesla's June 13 annual meeting.

ISS said in its recommendations on Tesla's proxy voting items that Musk's stock-based package was outsized when it was approved by shareholders in 2018, and it failed to accomplish board objectives voiced at that time.

The firm said that Tesla met the pay package’s performance objectives, and it recognized the company's substantial growth in size and profitability. But concerns about Musk spending too much time on other ventures that were raised in 2018 and since then have not been sufficiently addressed, ISS said.

“The grant, in many ways, failed to achieve the board’s other original objectives of focusing CEO Musk on the interests of Tesla shareholders, as opposed to other business endeavors, and aligning his financial interests more closely with those of Tesla stockholders,” ISS wrote.

Also, future concerns remain unaddressed, including a lack of clarity on Musk's future compensation and the potential for his pay to significantly dilute shareholder value, ISS wrote.

Musk plays big roles in his other ventures including SpaceX, Neuralink and the Boring Company. Last year he bought social media platform X and formed an artificial intelligence unit called xAI.

Last week the other prominent proxy advisory firm, Glass Lewis, also recommended against reinstating Musk's 2018 compensation package. The firm said the package would dilute shareholders' value by about 8.7%. The rationale for the package “does not in our view adequately consider dilution and its long-lasting effects on disinterested shareholders,” Glass Lewis wrote.

But in a proxy filing, Tesla said that Glass Lewis failed to consider that the 2018 award incentivized Musk to create over $735 billion in value for shareholders in the six years since it was approved.

“Tesla is one of the most successful enterprises of our time,” the filing said. “We have revolutionized the automotive market and become the first vertically integrated sustainable energy company."

Tesla is struggling with falling global sales, slowing electric vehicle demand, an aging model lineup and a stock price that has tumbled about 30% this year.

Tesla asked shareholders to restore Musk's pay package after it was rejected by a Delaware judge this year. At the time, it also asked to shift the company’s legal corporate home to Texas.

Glass Lewis recommended against moving the legal corporate home to Texas, but ISS said it favored the move.

California’s public employee retirement system, which holds a stake in Tesla, said it has not made a final decision on how it will vote on Musk’s pay. But CEO Marcie Frost told CNBC that as of Wednesday, the system would not vote in favor. CalPERS, which opposed the package in 2018, said it will discuss the matter with Tesla “in the coming days.”

In January, Delaware Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to the landmark stock compensation that was to be granted over 10 years.

Ruling on a lawsuit from a shareholder, she voided the pay package, saying that Musk essentially controlled the board, making the process of enacting the compensation unfair to stakeholders. “Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf,” she wrote in her ruling.

In a letter to shareholders released in a regulatory filing last month, Tesla Chairwoman Robyn Denholm said that Musk has delivered on the growth it was looking for at the automaker, with Tesla meeting all of the stock value and operational targets in the 2018 package. Shares at the time were up 571% since the pay package began.

“Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value,” Denholm wrote. “That strikes us — and the many stockholders from whom we already have heard — as fundamentally unfair, and inconsistent with the will of the stockholders who voted for it.”

Tesla posted record deliveries of more than 1.8 million electric vehicles worldwide in 2023, but the value of its shares has eroded quickly this year as EV sales soften.

The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year. Future growth is in doubt and it may be a challenge to get shareholders to back a fat pay package in an environment where competition has increased worldwide.

Starting last year, Tesla has cut prices as much as $20,000 on some models. The price cuts caused used electric vehicle values to drop and clipped Tesla’s profit margins.

In April, Tesla said that it was letting about 10% of its workers go, about 14,000 people.

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A View From HETI

Merab Momen, founder of AI CTO Services. Courtesy Photo

Artificial intelligence is now everywhere. It is mentioned in every startup pitch deck, and every corporate roadmap claims to use it. However, many early-stage businesses struggle with the simple question, “What does AI actually mean for my business?”

In a recent podcast episode of EnergyTech Startups, Merab Momen, founder of AI CTO Services and a long time AI practitioner, explains why most founders misunderstand AI, how startups can practically apply it and why Houston is quietly becoming a serious hub for AI-driven innovation.

Filling the AI Leadership Gap

Merab’s career has spanned decades of technology transitions. He worked on neutral networks in the 1990s, constructed computer vision systems long before they were common, and helped install AI solutions inside huge industrial companies. However, he noticed a huge problem when generative AI started to explode into the mainstream-The requirement of a real partner by the founders for AI integration but inability to rely on a full-time CTO and project-based consultants.

“I really needed something which is much more engaging where I can give that partner-level advice to the founders,” he said. By giving firms on-demand access to high-level AI knowledge and expertise, his methodology enables them to analyse tools, steer clear of cost blunders and eventually transition to a permanent technology leader when the time is right.

AI is Older than Most People Think

Despite its recent rise in popularity, AI is nothing new. AI actually began in the 1950s. Merab in his conversation explained how he worked on his first AI project back in the year 1996 that worked perfectly, but the processing power wasn’t just there to make it practical. He continued how he utilized the swarm intelligence models to optimize supply chains, now referred to as MLPOs and data engineering.

From Language Models to Physical World

Much of the public conversation about AI revolves around chatbots and text generation. But Merab sees far greater potential in AI’s interaction with the physical world, especially in industrial settings. He emphasized edge computing and vision language models (VLMs) as significant advances in manufacturing and energy. This physical shift is opening doors for new opportunities for robotics, automated inspections, and industrial safety applications. Merab added that Houston is uniquely positioned for this transition.

Why Houston has an AI Advantage

Silicon Valley may dominate the AI headlines, but Merab believes Houston’s advantage lies beneath the surface. The city doesn’t lag in AI utilization; it just operates in industries where results show differently.

Machine learning isn’t new to Houston’s core industries. Energy companies, manufacturers, logistics providers, and healthcare systems have been using advanced analytics for decades. The difference lies in them innovating in industrial sectors rather than consumer technology.

What’s Next

With the AI CTO Services growing, Merab is working with startups across industries to deploy AI in practical, business-first ways.

He is more interested in assisting founders in finding answers to critical issues than following new trends.

For Houston’s energy and climate tech community, it needs to transform AI enthusiasm into real-world impact.

Listen to the full conversation with Mehrab Momin on the Energy Tech Startups Podcast to learn more.

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Energy Tech Startups Podcast is hosted by Jason Ethier and Nada Ahmed. It delves into Houston's pivotal role in the energy transition, spotlighting entrepreneurs and industry leaders shaping a low-carbon future.


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