Here’s what Tesla Inc. shareholders just bought for $2.6 billion: a stronger guarantee that Elon Musk will stick around for at least the next decade.
Investors on Wednesday approved what may be the largest compensation deal in history for its chief executive officer, pegged on ambitions to turn Tesla into one of the world’s largest companies as it ventures beyond solar panels and electric cars. If successful, the award could end up being worth more than $50 billion — a sum so large it might just ensure that Musk’s array of other passions and esoteric side projects won’t steal too much time from his work at Tesla.
“I expect to remain CEO for the foreseeable future,” Musk said during last month’s earnings call with analysts. But he didn’t rule out handing over the CEO responsibilities if a suitable successor would appear, allowing him to focus on “design and engineering, which is what I like doing best.”
Musk is also the CEO of Mars-bound Space Exploration Technologies Corp. and has embarked on several other projects of late, including tunnel digger Boring Co. and a brain-computer interface startup called Neuralink. The new award — which was approved at the firm’s special meeting in Fremont, California — requires Musk remain at Tesla either as CEO or become executive chairman and chief product officer.
Tesla said in a filing about 73 percent of the votes cast in person or by proxy at the meeting were in favor of the award, excluding those owned directly or indirectly by Musk and his brother, Kimbal.
Shares traded higher following news of the vote. The stock closed up 1.9 percent in New York. A spokesman for Tesla declined to comment.
The pay plan helps ensure Musk will remain at Tesla at least until 2028, but several questions loom. The award contains a number of audacious goals and no detailed plan of how to get there, including when the manufacturer will turn its first-ever annual profit. Additionally, a series of executive exits in the past year has left Tesla without a clear No. 2 — a potential concern even if Musk stays front and center.
This quarter alone, Tesla has lost Jon McNeill, president of sales and service; its accounting chief Eric Branderiz; and Susan Repo, corporate treasurer and vice president of finance. Going back a full year, Tesla has also lost executives including Chief Financial Officer Jason Wheeler; Chris Lattner, an Apple Inc. hire who left after leading Tesla’s Autopilot engineering team for less than six months; Kurt Kelty, a battery executive; and Diarmuid O’Connell, vice president of business development.
Jamie Albertine, analyst at Consumer Edge Research, said he sees Tesla needing to hire a chief operating officer or a new head of service “at some point in the near future.” Musk said on the earnings call last month that McNeill’s department would report directly to him and that “there are no plans to search for a replacement,” even as some investors fear he’s spreading himself too thin. In 2016, Musk said he was working so hard, he kept a sleeping bag in a conference room adjacent to Tesla’s production line in Fremont.
The award, which won’t vest unless a set of ambitious financial goals are met, had been cheered by some large Tesla investors who said it would help the CEO drive the business forward. Critics, including the two largest proxy advisers, said it was too costly and questioned why Musk, a billionaire who has about half his wealth tied up in company stock, needed more equity to stay motivated.
The board needed majority approval to make the grant, which likely is the largest one-time compensation deal ever awarded. Tesla had said Musk and his brother, who’s a company director, wouldn’t vote their shares.
Under the new plan, Musk will earn one-12th of the options every time Tesla hits a pair of goals: one tied to its market value and the other linked to either revenue or earnings excluding certain charges. For Musk to get all the options, Tesla would have to become worth $650 billion — more than Facebook Inc. — and produce more revenue than Procter & Gamble Co.
Tesla has said in regulatory filings that Musk’s award could yield him more than $50 billion if all goals are achieved. Some investors have said the package aligns with their interests, signaling they don’t mind if Musk gets wealthier, as long as they also see big returns.
Large shareholders including Baillie Gifford & Co. and T. Rowe Price Group Inc. signaled ahead of the vote that they would probably support the package. Spokesmen for Baillie Gifford and Chinese internet giant Tencent Holdings Ltd. were not immediately available to comment. T. Rowe Price and shareholder Fidelity, which holds almost 10 percent of Tesla stock, declined to comment.
For more on Elon Musk, see Fortune’s video:
California State Teachers’ Retirement System (Calstrs), the second-largest pension fund in the U.S., said it did not support the plan, citing concerns about potential dilution and an absence of profitability goals. Large stock awards can be costly for investors in two ways: They can increase a company’s expenses and they dilute the stakes of existing shareholders.
Still, Calstrs is appreciative of Musk’s “visionary leadership,” Anne Sheehan, director of corporate governance at the fund, said in an emailed statement.
Ross Gerber, CEO of Gerber Kawasaki Wealth & Investment Management in Santa Monica, California, which holds Tesla shares, said he voted yes.
“You can’t be a Tesla shareholder if you don’t believe in the company and Elon Musk,” he said in an interview. “The true shareholders of Tesla are all in on Elon.”