DiNapoli: Tesla Investors Should Vote Against Musk's Trillion Dollar Pay and Director Nominees

New York State Comptroller Thomas P. DiNapoli, trustee of the New York State Common Retirement Fund, wrote to fellow Tesla Inc. shareholders urging them to reject Elon Musk's trillion dollar proposed pay package for a lack of defined goals and to vote against all directors standing for reelection at Tesla's Nov. 6 Annual Meeting, citing their failure to provide independent oversight and accountability. DiNapoli also encouraged shareholders to support his proposal to amend Tesla's new bylaw that severely restricts shareholder derivative lawsuits, following the board's bait-and-switch scheme to shield itself from potential legal accountability.

"Elon Musk's latest pay proposal is indefensible in both scale and design," DiNapoli said. "It would hand him another massive fortune while severely watering down the holdings of every other shareholder. This pay proposal is not pay for performance - it's pay for power. Musk has proven to be distracted by his many outside ventures, and it's unclear how many more billions of dollars will change that. Tesla's shareholders cannot trust this board to design sound pay practices based on its past record, nor can we trust it to exercise true independence and accountability."

Musk's Trillion Dollar Pay Package

DiNapoli said Tesla's Board has chosen to double down on excess pay, undue discretion, concentration of voting power, and prioritizing Musk over the interests of every other Tesla shareholder. Musk's current significant stake in Tesla has failed to focus his attention on the company. Now, despite these distractions, the board proposes to reward Musk, currently one of the richest men in the world, with another unprecedented pay package.

Voting Against Reelection of Board Members

In the letter to shareholders, DiNapoli said Tesla's Board of Directors has failed to provide the independent oversight and accountability that shareholders should expect from a public company of its size and significance. Directors Ehrenpreis, Gebbia, and Wilson-Thompson, who are the only directors up for election in 2025, bear responsibility for enabling inflated and poorly designed pay packages for CEO Musk, neglecting to exercise independent judgment, and allowing repeated governance failures that have contributed to brand damage, extreme stock volatility, legal risk, and the erosion of shareholder rights.

"Tesla's Board has repeatedly failed to exercise the independence and oversight that shareholders deserve," DiNapoli said. "Directors must be held accountable for enabling governance failures that have damaged the company's reputation, increased legal and operational risk, and eroded the rights and confidence of investors."

DiNapoli's Shareholder Proposal to Restore Board Accountability

DiNapoli encouraged shareholders to support his and co-filer New York City Comptroller Brad Lander's proposal to repeal the company's bylaw requiring a 3% ownership stake to file a shareholder derivative lawsuit against the company's officers or directors. Tesla's bylaw change, instituted in May 2025, blocks nearly every shareholder from enforcing their basic rights and shields the company from basic transparency and accountability. Only Musk and a handful of major investment firms could ever meet the 3% ownership bar, giving Tesla's Board and executives virtual immunity from shareholder derivative suits.

"Tesla's Board has engaged in a bait-and-switch by promising to uphold shareholder rights when it moved to Texas, but then immediately turned its back on investors by amending its bylaws to reduce shareholder rights as soon as Texas offered an opportunity to do so," DiNapoli said. "Undoing this restriction would restore this fundamental shareholder right and long-term governance integrity to Tesla by not insulating its directors" from possible legal action.

DiNapoli has used derivative lawsuits in the past against the boards of The Boeing Co. and Wynn Resorts Ltd. to enact significant governance reforms at the companies and recoup corporate losses.