tesla Board Chairman Robin Denholm asked shareholders in a letter Monday to vote on CEO Elon Musk’s nearly $1 trillion pay package ahead of the company’s annual meeting.
Denholm said Musk is key to the EV maker’s future as the company moves beyond being “just a car company” and focuses on fully autonomous driving and Optimus.
“Without Elon, Tesla could lose significant value. 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 a “critical inflection point” that puts artificial intelligence at the forefront.
“Given this focus and focus on AI, and the unique capabilities that we have as an organization and that Elon brings to us, it really means that the opportunity for Tesla in the future is a significant opportunity for the company right in front of us,” she said.
Several groups have publicly opposed the pay package in recent days, with proxy advisor Institutional Shareholder Services recommending against it.
Last week, a group of labor unions and corporate watchdog groups launched Take Back Tesla, a website opposing the pay package, saying Musk has embraced right-wing political movements and amplified conspiracy theories that have damaged the brand.
Tesla’s annual meeting is Nov. 6, and shareholder voting on Musk’s compensation and other proposals will end at 11:59 p.m. ET on Nov. 5.
Tesla’s third-quarter results announced last week fell short of profit expectations, but the company posted a 12% increase in sales after two consecutive quarters of declines.
Musk’s proposed plan, outlined by the company’s board in September, calls for 12 transfers of stock to Musk if Tesla reaches certain milestones.
It would also give Musk expanded voting rights in the company, something he has publicly called for over the past year and mentioned again during Tesla’s earnings call last week, citing the growth of the Optimus robot.
“If we build this robot army, will we at least have a lot of influence over it?” Musk told analysts. “I don’t feel comfortable creating an army of robots, at least without strong influence.”
A full acquisition would give Musk, who already owns about 13% of the EV maker, an additional 423 million shares, bringing his ownership to about 25%.
“He’s been very consistent in his views in terms of having enough influence over Tesla’s votes in the future to make sure bad things don’t happen with AI,” Denholm told CNBC. “So it’s not a question of compensation, it’s a question of influencing the vote.”
Denholm noted that retail traders make up about 30% of Tesla’s shareholder base and said last year’s turnout was record.
He also asked shareholders to vote to re-elect Ira Ehrenpreis, Joe Gebbia and Kathleen Wilson Thompson to the board.
Tesla stock price chart from the beginning of the year to the present.
CNBC’s Lora Kolodny contributed to this article.
