Tesla Board Chair defends Elon Musk’s pay plan, slams proxy advisors

Tesla Chair Robyn Denholm has issued a strongly worded letter urging investors to reject the latest recommendations from proxy advisory firms ISS and Glass Lewis, saying their “one-size-fits-all” approach fails to recognize Tesla’s unique business model and track record. 

The letter comes ahead of Tesla’s 2025 Annual Meeting, where shareholders will vote on several key proposals including Elon Musk’s 2025 CEO Performance Award and director reelections.

Tesla slams proxy advisors’ models

Denholm criticized both firms for consistently opposing Tesla’s growth-oriented plans, noting that the company’s market capitalization has increased twentyfold since shareholders approved Musk’s 2018 performance package, which both advisors had opposed at the time. 

“Our shareholders have ignored their recommendations, and it’s a good thing they did,” she wrote. “Otherwise, you may have missed out on our market capitalization soaring 20x while the proxy advisors time and time again recommended “against” Tesla proposals designed to promote the sort of extraordinary growth we have enjoyed.”

The letter argued that Glass Lewis and ISS use robotic policies that don’t account for Tesla’s innovation-driven structure. Tesla’s leadership maintained that the 2025 CEO Performance Award will only reward Musk if he achieves extraordinary market capitalization and operational goals. The plan, Denholm stated, aligns Musk’s incentives with long-term shareholder interests.

Tesla defends board leadership

Denholm also defended directors Ira Ehrenpreis and Kathleen Wilson-Thompson, calling them pivotal to Tesla’s governance and innovation strategy. She said both have driven Tesla’s growth and helped design compensation systems vital to competing in the AI and robotics talent race.

She warned that following ISS and Glass Lewis could turn Tesla into “just another car company,” and urged shareholders to “vote yes to robots, and reject robotic voting.” The letter also highlighted that neither ISS nor Glass Lewis owns Tesla stock, emphasizing that only shareholders “who have made an actual financial investment” should decide the company’s direction.

“If you prefer that Tesla turn into just another car company mired in the ways of the past, then you should follow ISS and Glass Lewis. If you believe that Tesla, under the visionary leadership of Elon and the oversight of a Board that includes business leaders with integrity like Ira, Kathleen and Joe, then you should vote with Tesla,” Denholm wrote.

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