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Most CEOs are defeating attempts to vote down their pay. Can Tesla’s Elon Musk do the same?

In Business
June 08, 2024

Most bosses are defeating attempts so far this year to tamp down their pay.

The question now is whether Tesla CEO Elon Musk can do the same.

Just two companies out of 340 that held shareholder votes on CEO pay as of June 6 had their executive pay packages rejected, according to ISS-Corporate, a business that is separate from the ISS unit that recommends votes for or against such proposals.

That failure rate of 0.6% is lower than any full year since 2020, when pay rejections ranged from 2% to nearly 5% of all companies holding such votes.

No pay vote in 2024 has received more public attention than the one happening June 13 at Tesla, where shareholders will decide whether the boss gets to keep a record-breaking $56 billion compensation package that was awarded in 2018 and then voided this year by a Delaware judge.

Critics say the outsized compensation should be voted down, given that it eclipses the highest US CEO pay last year 300 times over and would dilute shareholder value. It received support from 73% of Tesla’s independent shareholders when it was first granted six years ago.

FILE - Elon Musk arrives at an event in Los Angeles, April 13, 2024. A second shareholder advisory firm late Thursday, May 30, 2024, has come out against reinstating a pay package for Tesla CEO Elon Musk that was voided earlier this year by a Delaware judge. (Photo by Jordan Strauss/Invision/AP, File)

Tesla CEO Elon Musk faces a critical stockholder vote June 13 on his pay. (Jordan Strauss/Invision/AP) (Jordan Strauss/Invision/AP)

Top proxy advisers ISS and Glass Lewis have recommended shareholders vote against the pay package. One big shareholder, billionaire Ron Baron, has argued for approval because Musk “earned his pay.”

Musk might take some solace from the fact that many CEOs have been successful so far this year at keeping their compensation awards intact despite some pushback.

This increased shareholder satisfaction with executive pay comes as compensation continues to rise. Median pay for S&P 500 CEOs jumped to $16 million in 2023 from $14 million in 2022.

It may seem counterintuitive that support for these “say-on-pay” proposals is so low in 2024 amid historically high executive pay, said ISS-Corporate vice president Stephanie Hollinger.

“One possible explanation is that, unlike the preceding two years where the pandemic caused a shift in traditional compensation practices, fewer issuers provided one-time awards and other discretionary adjustments in 2023,” Hollinger said.

Two companies where CEOs kept their pay despite aggressive challenges were money management firm BlackRock (BLK) and pharmaceutical giant AstraZeneca (AZN).

Larry Fink, Chief Executive Officer of BlackRock, stands at the Bloomberg Global Business forum in New York, U.S., September 26, 2018. REUTERS/Shannon Stapleton

Larry Fink, CEO of BlackRock. (REUTERS/Shannon Stapleton) (REUTERS / Reuters)

Roughly one-third of AstraZeneca’s shareholders opposed an 11% pay bump along with performance-based perks for CEO Pascal Soriot. Soriot’s compensation, which reached $23.5 million in 2023, had faced opposition from ISS and Glass Lewis, as well as institutional investors, over the past several years.

At BlackRock, the vote was much closer. Just 58% of stockholders voted in favor of awards for CEO Larry Fink and other executives.

The same didn’t hold true at 3M (MMM) or Zebra Technologies (ZBRA), the rare examples of companies that weren’t able to win enough shareholder support.

During 3M’s annual stakeholder meeting last month, 54% of investors voted down management proposals to increase certain C-suite pay, including a raise for former CEO Mike Roman from $14 million to $16.4 million.

ISS and Glass Lewis also put their weight behind that “no” vote, citing 3M’s ongoing legal and financial entanglements tied to “forever chemicals.”

At Zebra, 60% of investors said no to a bump in pay for CEO William Burns.

SHANGHAI, Nov. 5, 2019 -- Mike Roman, chairman and chief executive officer of 3M company, addresses the parallel session

Mike Roman, former CEO of 3M, in 2019. (Fang Zhe/Xinhua via Getty Images) (Xinhua News Agency via Getty Images)

At Tesla, Musk’s supporters are lobbying hard in the final days before the vote June 13.

Baron, the billionaire investor and prominent Tesla stockholder, wrote in an open letter asserting that Musk’s $56 billion pay package should be approved because of his accomplishments for the company and appreciation of Tesla’s stock price over the years.

“Elon is the ultimate ‘key man’ of key man risk,” Baron wrote. “Without his relentless drive and uncompromising standards, there would be no Tesla. Especially considering how he slept on the floor of Tesla’s Fremont factory when the company was going through what he called ‘production hell!'”

Had Musk failed to satisfy the pay deal’s escalating revenue and market cap requirements, his stock-option-based CEO compensation would have been zero.

Baron noted that when Musk’s original pay package of stock and stock options was approved by shareholders in March 2018, Tesla’s market cap stood at $53.5 billion.

As of June 4, Tesla’s market cap is $550.75 billion, and hit a high of $1.24 trillion in November 2021.

Robyn Denholm, Chair of the Technology Council of Australia and Chair of the Board of Directors of Tesla Inc, during an address to the National Press Club of Australia in Canberra on Wednesday September 14th, 2022. (Photo by Alex Ellinghausen/Sydney Morning Herald via Getty Images)

Tesla board chair Robyn Denholm. (Alex Ellinghausen/Sydney Morning Herald via Getty Images) (Fairfax Media via Getty Images)

Baron also took aim at the lawyers who successfully sued in Delaware to void Musk’s compensation, pointing out that they asked the court to approve $5.6 billion in fees paid in Tesla stock.

“Does anyone honestly believe the motivation of the plaintiff and his lawyers was to serve the best interests of Tesla and its shareholders?” Baron wrote.

On Friday, Tesla filed court documents arguing that the shareholder’s lawyers should instead receive as little as $13.6 million in fees.

Tesla’s board chair Robyn Denholm also made her final pitch to shareholders this past week, asking them in a June 5 letter to contemplate what it takes to “motivate” Musk.

“If Tesla is to retain Elon’s attention and motivate him to continue to devote his time, energy, ambition and vision to deliver comparable results in the future, we must stand by our deal,” Denholm wrote.

“Motivating someone like Elon requires something different,” she added.

Alexis Keenan is a legal reporter for Yahoo Finance. Follow Alexis on Twitter @alexiskweed.

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