Tesla gains massive vote of confidence on compensation plan for Elon Musk

Tesla gained a massive vote of confidence on its proposed $1 trillion compensation plan for CEO Elon Musk from the State Board of Administration of Florida (SBA) on Monday.

On Monday, the SBA submitted a filing to the Securities and Exchange Commission (SEC) stating that it would vote to support Musk’s compensation plan, just as it did with the 2018 performance award and its second vote last year:

“The SBA supported Tesla’s 2018 performance award proposal and reaffirmed that support in the 2024 Tesla shareowner vote. The total return on Tesla’s stock after enactment of its 2018 performance award and the prior history of incentive structured plans leads us to strongly support the proposed 2025 CEO performance award. We believe the proposed award continues to promote an aggressive strategy to align incentives between management and shareowners and focuses solely on pecuniary factors and long-term shareowner value creation.”

This is the first large-scale shareholder that has come out and supported Musk’s potential compensation plan, which was outlined by Tesla and its Board of Directors earlier this month.

Most of the news surrounding Musk’s pay plan has been the opposite of what the SBA said today, as Institutional Shareholder Services (ISS) and Glass Lewis, two proxy firms, said they would be voting against the compensation package.

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

Musk replied to their vote last week during the Q3 Earnings Call, calling them “corporate terrorists.”

He said:

“I just don’t feel comfortable building a robot army here and then being ousted because of some asinine recommendations from ISS and Glass Lewis, who have no freaking clue. I mean, those guys are corporate terrorists. The problem, yeah. Let me explain, like, the core problem here is that so many of the index funds, passive funds, vote along the lines of whatever Glass Lewis and ISS recommend. They’ve made many terrible recommendations in the past. If those recommendations had been followed, they would have been extremely destructive to the future of the company.”

SBA’s perspective on the plan relies on what Musk has done in the past decade with Tesla, as he has driven company growth, increased shareholder value, and kept the company on track with its lofty and ambitious goals.

It also outlined nine reasons to support Musk’s compensation:

1. Pure Pay for Performance Design – Entirely Performance-Based, aligns with Shareowners
2. Size of the Award and Share Count – Performance-based allocation, dilution tied to value creation, structured milestone design
3. Market Capitalization Milestones – Clear, tiered targets, sustained performance requirement, shareholder value focus
4. Operational/Product Milestones – Clear, quantifiable goals, strategic product focus, financial discipline, multi-quarter evaluation windows
5. Vesting/Holding Periods – Long-term vesting structure, mandatory holding period, continuous service requirement
6. CEO Succession – Succession planning requirement, performance integrity safeguard
7. Time Horizon and Duration – Extended performance window of 10 years, no intermediate vesting
8. Dilution & Voting Power Implications – Potential for significant ownership increase, permanent dilution
9. Ambition and Stretch Goals – Extraordinary Scale of Growth, Shareowner value focus

Shareholders will vote on Musk’s compensation package on November 6 at the annual Shareholder Meeting.

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