The vote on Elon Musk’s $1 trillion pay package hinges on a single question: is the deal itself a “key person risk,” or is it a necessary retainer to prevent one? Tesla’s board and its top investors are deeply divided.
Norway’s sovereign wealth fund, a $17 billion investor, is voting “no.” It explicitly cited a “lack of mitigation of key person risk” as a primary concern, arguing the deal makes Tesla too dependent on Musk.
This is the exact opposite of the board’s argument. Chair Robyn Denholm has warned shareholders that the company risks “significant value” loss if he leaves, framing the $1 trillion package as the only way to manage that risk.
This fundamental disagreement is at the heart of the conflict. The Norwegian fund, along with advisory firms ISS and Glass Lewis, believes the package itself is the problem.
The vote on Thursday will serve as a referendum on which definition of “risk” shareholders believe, all while the company’s sales are in decline.