The Denver Post

CEO Musk’s pay package could reach $50 billion

- By Tom Krisher

DETROIT» Shareholde­rs of electric car and solar panel maker Tesla Inc. have approved an ambitious pay package for iconic CEO Elon Musk that could net him more than $50 billion if he meets lofty milestones over the next decade.

A company filing Wednesday with the Securities and Exchange Commission showed shareholde­rs supported the pay deal by a large margin.

Tesla says the all-or-nothing package is worth $2.6 billion at current stock values, but that would rise dramatical­ly if Musk meets 12 incrementa­l goals including raising the company’s market capitaliza­tion tenfold to $650 billion. Also included are targets to increase adjusted pretax income and revenue.

If the goals are reached, Tesla

would be fourth-most-valuable U.S. company and Musk would be among the richest people in the world.

Two firms that evaluate proxies for investors recommend that shareholde­rs vote against the pay plan, which they say is unpreceden­ted in size for a U.S. public company. The firms, Institutio­nal Shareholde­r Services and Glass Lewis, peg the current value of Musk’s package at $3.7 billion. Tesla has yet to turn a full-year net profit even though it’s been in business for 15 years.

At least two large shareholde­rs and Tesla’s board supported the plan, saying it’s necessary to keep Musk in the fold and reach the goal of switching the world from burning oil for transporta­tion to sustainabl­e electric vehicles.

“We believe as a board and executive team that we can actually achieve these milestones,” said board member Antonio Gracias, who points out that under a 2012 incentive package, Musk raised Tesla’s market capitaliza­tion by 17 times to more than $50 billion last year. “It’s very important to think about the specifics of Tesla and what we have al- ready achieved.”

For each of 12 milestones Tesla achieves, Musk, who already owns over 20 percent of the company, will get stock worth 1 percent of Tesla. “The shareholde­rs get 99 percent, Elon gets 1 percent,” Gracias said.

To get there, Musk will have to expand Tesla’s product lineup to include previously announced semis, a new SUV and a pickup truck. Plus the company’s solar roofs will have to be successful­ly integrated into its energy storage business.

There’s also the issue of production delays, which have occurred on all of Tesla’s current vehicles. The company currently is trying to raise production to meet demand of its Model 3, a mass-market electric car that starts at $35,000.

Gracias says shareholde­rs realize that Tesla is often optimistic about hitting production milestones and is working hard to achieve them.

“We always hit our goals eventually. We are sometimes late,” he said. “Sometimes the applicatio­n of engineerin­g takes longer than we think.”

The package is an incentive for Musk to focus on Tesla, which has been a concern for investors. Musk also is the founder and CEO of rocket company SpaceX and co-founder of OpenAI, a nonprofit that researches artificial intelligen­ce. He also recently started The Boring Co., a tunnel-building firm.

ISS, in recommendi­ng against the plan, wrote that Musk could get a substantia­l portion of the award even if Tesla doesn’t reach sustained profitabil­ity. The plan would be suspended but not automatica­lly forfeited if Musk takes a leave of absence, the firm wrote in a note to investors. “These issues both potentiall­y undermine the board’s given objectives of retaining Musk and further aligning his interests with those of shareholde­rs,” ISS wrote.

But investment firm T. Rowe Price and others supported the package, saying the board addresses Tesla’s challenges in the right way by thinking creatively.

Young companies like Tesla usually experience incredible growth over short periods, then level off for a period as they regroup, said Todd Saxton, associate professor of strategy and entreprene­urship at Indiana University. That puts Musk’s “stepwise goals that assume constant accelerati­on” at risk of not being met, Saxton said.

Such packages can encourage CEOs to take risks in order to meet the milestones, Saxton said. But he doesn’t think Musk will do that. “I really do believe that Musk will act in the best interest of Tesla,” he said. “He’ll come as close to winning as he can.”

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 ?? Associated Press file ?? Elon Musk’s pay package, which could top $50 billion, is designed to keep him focused on Tesla.
Associated Press file Elon Musk’s pay package, which could top $50 billion, is designed to keep him focused on Tesla.

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