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As Tesla’s annual shareholders meeting approaches, the company is ramping up its pushback against groups asking investors to vote against Elon Musk’s $46 billion compensation package.
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The California Public Employees’ Retirement System, known as CalPERS, was the latest major investor to signal a vote against Musk’s payday, which is one of 12 items shareholders can vote on next month. CalPERS is one of the 30 top investors in Tesla and owns 9.5 million shares.
“We do not believe that the compensation is commensurate with the performance of the company,” CalPERS CEO Marie Frost said in an interview with CNBC on Wednesday.
Tesla in 2018 decided on a compensation package that would give Musk the right to purchase up to 304 million shares at a price of $23.34, as long as he met a series of increasingly difficult milestones. Almost 75% of shareholders later approved the package. Despite the difficulty of achieving the goals, Tesla had met enough of them by the end of 2022 for Musk to receive the full package.
But a Delaware judge in January struck down the deal in response to a shareholder lawsuit, citing the “deeply flawed” process that led to its approval and calling it an “unfathomable sum” that was unfair to investors.
Several other investors have also asked shareholders to vote down the package, including a group of funds represented by New York City Comptroller Brad Lander. Leo Koguan, who owns 27 million shares and is Tesla’s biggest retail investor, has told the website Elecktrek that he will vote against the pay package and the reelection of two board directors. Proxy advisory firm Glass Lewis on Sunday urged shareholders to vote against the package, citing its “excessive size.”
But Tesla — and Musk — aren’t staying quiet.
In a rare move, the company has purchased advertisements and launched a dedicated website promoting the board’s recommendations, while non-affiliated backers are posting online videos and reaching out to “swing voters” for one-on-one discussions. Tesla board chair Robyn Denholm has been reaching out to larger institutional investors to secure support, while Musk has engaged in a blitz of promotion on his social media site X, formerly known as Twitter.
“CalPERS broke the deal. Shame on them, they have no honor,” Musk said Wednesday afternoon, referring to how the organization benefited from Tesla’s improved performance since 2018.
Musk later accused CalPERS of “doing this for social reasons at the expense” of its constituents and the state of California. CalPERS, which manages pensions for California public employees and retirees, voted against the 2018 proposal.
As for Glass Lewis, Musk has promoted a series of social media posts accusing the firm of promoting unlawful discrimination. Tesla has also issued a lengthy rebuke of Glass Lewis’ recommendation, arguing that Musk is creating “extraordinary” growth for shareholders and has a large amount of “skin in the game.”
This article originally appeared on Quartz.
