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Elon Musk reaches first Tesla compensation award worth nearly $800 million

Tesla CEO Elon Musk has unlocked the first of 12 possible stock option awards from the massive compensation plan he signed in 2018, and it’s worth nearly $800 million. The company disclosed on Thursday that Musk now has the option to buy 1.69 million of its shares because Tesla eclipsed $20 billion in total revenue over the last four quarters and a market capitalization of more than $100 billion — the first in a series of tandem milestones Tesla must hit for Musk to realize the full value of the plan.

Tesla’s stock price was $805.81 when the markets closed on Thursday, meaning those shares are worth about $1.36 billion. But Musk only has to pay a $350.02 per share “strike price” to get them, according to the agreement, or a total of about $591 million — meaning he could net around $770 million depending on when he pulls the trigger.

If Tesla’s stock price keeps going up, and the company hits additional revenue goals, Musk could wind up collecting around 20.3 million new shares of Tesla at that strike price, clearing a path for him to collect tens of billions of dollars or more.

Musk does not collect a salary at Tesla, and the company originally categorized the compensation plan — which replaced one from 2012 — as an “at-risk performance award” that “ensures [Musk] will be compensated only if Tesla and all of its shareholders do extraordinarily well.” Musk is worth around $40 billion on paper already, but has downplayed his personal wealth. He repeatedly points out that he reinvests a lot of the money he makes back into his own companies and is relatively cash poor. But he also borrows against his Tesla holdings and puts that money into his companies as well, so the more of the company he owns, the more money he could have access to in the future.

Confirmation of the award was tucked inside Tesla’s annual “proxy filing,” a document that lays out what shareholders should expect at the company’s annual meeting. This year that meeting will take place on July 7th, according to the filing. While many companies have been holding online-only shareholder meetings during the pandemic, Tesla says it will hold an in-person event at the Computer History Museum in Mountain View, California in addition to a webcast. The company is leaving room for that to change, though.

“[W]e will continue to monitor public health and travel safety protocols required or recommended by federal, state and local governments. If necessary or advisable to protect our personnel and stockholders, we will change the date, time, location and/or format of the 2020 Annual Meeting,” the company writes.

Shareholders will have seven proposals to vote on at that meeting, the first three of which are from Tesla. The first is to reelect Elon Musk and Tesla chairwoman Robyn Denholm to the board of directors, and to approve the recently-announced appointment of Hiromichi Mizuno. The second is to approve compensation for Tesla’s executives. The third is to reappoint PricewaterhouseCoopers LLP as Tesla’s auditor.

Proposal four is from shareholder James M. Danforth, who wants Tesla to start spending money on advertising — something Musk has famously avoided. Danforth says Tesla should “spend at least $50/car produced to advertise its products/services in order to increase brand and product awareness and interest, achieve other goals set forth in the supporting statement below and to help mitigate and/or reduce harm to Tesla’s goals, objectives, reputation and finances.”

Danforth says advertising “became necessary the moment Tesla announced in Q1-19 that it would shut down retail stores and start focusing solely on website based sales instead.” He says Tesla ads could “mitigate and dilute substantial FUD (“Fear, Uncertainty, Doubt”) and misinformation campaigns sponsored by competitors and detractors worldwide and steer the narrative more favorably,” and “increase knowledge and support for climate damage avoidance worldwide.”

“Tesla’s call to action via advertisements will ring loudly and credibly with billions of consumers, many of whom who don’t know who Tesla is at all. This call to action has never been more necessary or important than right now,” he writes.

Tesla disagrees, and is recommending shareholders vote down the proposal. “While we welcome stockholder feedback, we also believe we have an experienced management team that is best situated to determine Tesla’s day-to-day business operations, including our sales and marketing practices and expenditures,” the company writes. Tesla also disagrees with Danforth’s assessment of the changes it made last year to its retail operations.

The fifth proposal comes from shareholder James McRitchie, who wants these votes to be measured by a simple majority — something he’s done repeatedly in the past. Tesla recommends voting it down.

Proposal six is for Tesla to scrap forced arbitration. It comes from impact investment firm Nia, which argues that forced arbitration “limits employees’ remedies for wrongdoing, keeps misconduct secret, precludes employees from suing in court when discrimination and harassment occur, and prevents employees from learning about shared concerns.”

“Continuing to rely on arbitration clauses when these protections may be removed, with retroactive implications, creates a long-tail risk for Tesla,” Nia writes. “Investors’ concerns about non-transparent working conditions, which allow for potential harassment and discrimination, are particularly pertinent to Tesla, which has faced allegations of sexual harassment and racial discrimination.”

Tesla disagrees, and recommends shareholders vote against the proposal. The company defends its use of arbitration, and says Nia “does not state convincing support for a correlation between arbitration and harassment, discrimination, or limits on employee grievances generally.”

The final proposal comes from the Sisters of the Good Shepherd New York Province, who want Tesla to prepare a report about human rights violations at the companies it buys raw materials from. Tesla believes the Supplier Code of Conduct and Human Rights and Conflicts Minerals Policy on its website and the company’s annual conflict minerals report (the 2019 version of which was published Thursday) go far enough, and recommends shareholders vote against the proposal.

This Article was first published on theverge.com

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