The board chairman says the EV maker is at risk of losing him as CEO

Tesla Board Chairman Robin Denholm asked shareholders in a letter Monday to vote for the CEO Elon Muskis about $1 trillion Pay package Before the annual meeting of the company.
Denholm said Musk is key to the EV maker’s future as it shifts its focus beyond being “just another car company.” Full self driving And Optimus.
“Without Elon, Tesla could lose significant value, as our company may no longer be valued for what we aspire to be,” Denholm wrote.
Denholm told CNBC’s “Squawk Box” on Monday that the company is at an “important inflection point” with artificial intelligence.
“The future opportunities for Tesla, this AI focus and attention and the unique capabilities that we have as an organization and that Elon brings to us, really means the opportunity ahead for us as a company is significant,” she said.
Several groups, including proxy advisors, have publicly opposed the pay package in recent days Institutional Stakeholder Services Recommend against it.
Last week, a group of unions and corporate watchdogs launched Take back Tesla A website opposing the pay package considering Musk’s embrace on the right Increasing political movements and conspiracy theories that have damaged the brand.
Tesla’s annual meeting is November 6 Shareholder opinion The deadline for Musk’s pay and other proposals is Nov. 5 at 11:59 p.m.
Tesla missed its third-quarter financial report last week Earnings Expectations but posting a 12% increase in revenue after two straight periods of decline.
The proposed plan for Musk, which the board outlined in September, would have given Musk 12 shares if Tesla made certain hits. stages.
The package would give Musk more voting power over the company he owns publicly demanded It was mentioned again on Tesla’s earnings call last week regarding the growth of Optimus robots for the past year and.
“If we create this robot army, do I have the least influence on that robot army?” Musk told analysts. “I don’t feel comfortable building that robot army if I don’t have at least a strong influence.”
The full award would give Musk, who already owns about 13% of the EV maker, more than 423 million additional shares and take his stake to about 25%.
“He’s very consistent in that approach in terms of having enough influence on Tesla’s opinion in the future so that bad things don’t happen with AI,” Denholm told CNBC. “So it’s less about compensation and more about voting influence.”
Denholm noted that retailers make up about 30% of Tesla’s shareholder base, with record turnout last year.
She asked shareholders to vote to re-elect Ira Ehrenpreis, Joe Gebbia and Kathleen Wilson-Thompson to the board.
Tesla year-to-date stock chart.
5 quotes from Denholm’s “Squawk Box” interview:
On Musk’s pay package and shareholder value:
“What we’ve done in the plan is we’ve split the voting rights versus the financial value. He doesn’t get that financial value for at least seven and a half years, even if he distributes it in the first five years. And that’s one of the features of the plan. … First, the shareholders will get their return much sooner than Elon, if he distributes it, will really determine the financial value, and secondly, it will determine the financial value. Stay with the company and continue to make distributions for some time in the future.”
On the upcoming Roadster:
On Autonomous Driving and AI in Vehicles:
“FSD in vehicles and actually leaning towards AI has been a focus of late. Its integration with a vehicle that’s really purpose-built for autonomy is really important, which is why you’re seeing cybercabs and, again, vehicles on the road today. Better vehicles as well as fully self-driving.”
On Tesla’s decision to take a minority stake in xAI:
“It’s a shareholder proposal, and that means the company didn’t put the proposal on a proxy. It was actually submitted by shareholders. We got a number of them, and it was actually the most common proposal around x ai to get a minority stake or at least vote on it.”
On Optimus Robots:
“So I’ve been to Optimus’ lab. He can fold laundry. He can wipe the table so well, where he can give you things, you can actually shake his hand. His hand touch is really good. … He’s very mobile and very dexterous. He’s always moving around the offices in Palo Alto.”

CNBC’s Lora Kolodny contributed to this story.



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