Adrian | Builder & Founder • Finance talks

I feel some $TSLA investors don’t fully understand the significance of Tesla's upcoming shareholder vote on reinstating Elon Musk's 2018 CEO compensation package. It’s a very important vote. This is a long post, but it needs to be. First, some background: Elon Musk's 2018 compensation package, initially approved by 73% of Tesla shareholders, was structured to align his incentives closely with the company's performance. It couldn’t be gamed. Elon was required to meet extremely challenging market cap and operational milestones. If he did hit those tough targets, he couldn't sell the shares from the package for 5 years once exercised, ensuring his interests remained tied to the company's long-term success. Tesla shareholders were well-aligned with Elon’s incentives. Despite nearly everyone saying those milestones would be impossible to achieve, Elon achieved them, and today Tesla's stock is still up 550%, and revenue 9x since the package was announced. Elon was sleeping on factory floors in 2018 to ensure Tesla didn’t fail. However, in January 2024, a Delaware judge invalidated Elon’s compensation package following a challenge by investor plaintiffs. This judgment sets a horrible precedent for various reason. One of them being that judge invalidated the 2018 vote of all those Tesla shareholders who voted for this. Soon after the ruling became public, Elon said that he is uncomfortable growing Tesla to be a leader in AI & robotics without having ~25% voting control. He added that unless that is the case, he would prefer to build products outside of Tesla. Currently, Elon owns about 13% of Tesla outright, but reinstating his 2018 compensation package would bring him closer to ~20% ownership (maybe a little lower). Now that you all have some context, here is why the June 2024 Tesla shareholder vote is important. Failure to pass Elon’s 2018 compensation package again could weaken Tesla's position in appealing the judge's ruling. This would also make it more challenging to create a similarly structured new compensation plan to compensate for the lost package. Eric Talley, a professor at Columbia Law School, said that if the upcoming vote passes, it could make it easier for Elon/Tesla to win on appeal in the Delaware Supreme Court. The plaintiff's lawyers in the 2018 compensation case will walk away with around $5B dollars (in Tesla stock) if Elon/Tesla lose their appeal. Do you think they deserve that money over Elon? In my opinion, Tesla shareholders are shooting themselves in the foot if they don’t vote for this because If the vote doesn’t pass, it significantly increases the risk that Elon might step down as Tesla CEO and or create technologies elsewhere. This could very likely negatively impact $TSLA stock. Make no mistake, Elon is extremely valuable to Tesla and its shareholders, despite all the drama. I know a lot of people have concerns about Tesla's stock performance or Elon’s behavior in the last couple of years, and that’s valid, but it's essential to recognize that Elon’s leadership has been instrumental in Tesla's success and innovation, and will continue to be. Projects like FSD, Optimus, Cybertruck, etc., would not have existed without him. How did Apple do after Steve Jobs left in 1985? This shareholder vote isn't about enriching Elon. This is not a cash compensation package; it’s a stock option package. It's about acknowledging his contributions and ensuring his continued dedication to Tesla's future success. Failure to reinstate the package could have far-reaching consequences. Elon doesn’t want more Tesla stock to be able to buy houses, yachts, etc. He doesn’t buy that stuff. He wants this stock to increase his overall Tesla ownership to ensure that outsiders can’t negatively influence the company and dictate its future. After all, they weren’t the ones sleeping on the factory floor to ensure Tesla became successful. What do they know about AI, Self-driving, etc., compared to Elon? Given the gravity of the situation, it's crucial for all shareholders to participate in the vote, especially retail shareholders. Traditionally, retail shareholder participation in annual shareholder meeting votes hasn’t been as high as institutional investor participation. If there was one time to increase retail participation, it’d be now. Voting is simple and can be done through your brokerage, starting the week of April 29th. It only takes a minute or so. Contact your broker to make sure you get the voting documents. Could I be wrong in suggesting that if this upcoming vote to reinstate Elon’s 2018 compensation package doesn’t pass, Elon might leave Tesla or create technologies/products elsewhere? Sure. But do you want to take that chance? This isn’t a Steve Jobs/Tim Cook 2011 situation. It’s likely that this vote does pass, but I don’t think investors should get complacent and assume that. In my opinion, voting yes on reinstating Elon 2018 compensation package gives Tesla and its shareholders that best chance at seeing shareholder value increase in the future. In summary, supporting the reinstatement of Elon Musk's 2018 compensation package isn't just about past achievements; it's about securing Tesla's future and maximizing shareholder value. If you want to learn more, Tesla this week launched a new website in connection with its 2024 annual shareholder meeting. It in part goes over how much value @elonmusk has created at Tesla, and goes into depth about the proxy proposals. You can view that here: supportteslavalue.com