Tesla Inc. shareholders told founder and CEO Elon Musk that they liked him, but not that they really, really liked him. Investors approved Musk’s compensation package by almost a 3-to-1 margin, which is lower than typical approvals.
The grant gives Musk $2.6 billion in stock options in 12 tranches, each of which vests as the company hits performance markers during the next 10 years.
The electric vehicle manufacturer must meet certain value targets in order for Musk to receive additional shares of Tesla stock. There is no cash compensation in the deal, according to a Securities and Exchange Commission filing.
If Musk hits all of the 12 market capitalization milestones and 16 revenue or earnings before interest, taxes targets, he could end up with $55.8 billion worth of Tesla shares at the end of the 10-year compensation plan, or about a quarter of the company’s value, if the EV maker is worth $650 billion at that time.
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The vote result indicated some, but not all big investors were prepared to support a large payout at the founder-led company. If achieved, the award surpasses anything previously granted to top U.S. executives, according to proxy advisory firm Institutional Shareholder Services, which had recommended votes against the compensation.
“At $2.6 billion, the grant value is unprecedented and sets the new high-water mark for an individual executive equity award at a U.S. public company,” ISS wrote last month. ISS said it valued the award even higher, at $3.7 billion.
The first marker he must hit for the first tranche vest is the company must have a market value of $100 billion. After that, the remaining 11 tranches would vest at an additional $50 billion.
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In addition to that, there are 16 operational milestones: eight focused on increasing revenue from $20 billion up to $175 billion, and another eight targeting adjusted EBITDA milestones ranging from $1.5 billion to $14 billion.
“If all of these milestones were to be achieved,” said Tesla’s proxy statement, “Tesla will have meaningfully achieved its mission of transitioning the world to sustainable energy and will have become one of the most valuable and successful companies in the world. This is our ambition.”
During this time, he must retain the title of CEO, executive chairman or chief product officer, according to the filing. The large payouts are designed to keep Musk at the company throughout the 10-year contract. His potential departure is a sticking point for some investors, especially since he’s suggested he might want to devote less time to Tesla and more to some of his other ventures, such as SpaceX or The Boring Co.
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Musk and his brother Kimbal recused themselves from the vote. Both are Tesla board members. Musk already owns about 20% of Tesla shares, which ISS said was already enough of a stake to consider Musk’s interests aligned with those of shareholders. ISS recommended against the plan.