A top New York official wants Tesla shareholders to hit the brakes on Elon Musk’s massive pay deal and vote out key board members.
State Comptroller Thomas DiNapoli, who oversees New York’s $250 billion retirement fund, called Musk’s proposed trillion-dollar compensation package “indefensible” and urged investors to reject it at Tesla’s upcoming Nov. 6 annual meeting.
In a letter to fellow shareholders, DiNapoli said the plan lacks clear goals, concentrates power in Musk’s hands, and comes despite his many outside distractions. “This pay proposal is not pay for performance — it’s pay for power,” he said.
Push to unseat board members
DiNapoli didn’t stop with Musk’s pay. He also urged investors to vote against the reelection of directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson — the only board members up this year.
He blamed them for enabling Musk’s inflated pay packages and failing to act independently. DiNapoli said Tesla’s board has allowed governance failures that hurt the company’s brand, increased legal risk, and weakened shareholder rights.
“Tesla’s Board has repeatedly failed to exercise the independence and oversight that shareholders deserve,” he said.
Legal rights under fire
DiNapoli is also pushing a shareholder proposal to undo a bylaw change Tesla quietly made in May. That rule now blocks most shareholders from suing company leaders unless they own at least 3% of Tesla stock — a threshold almost no one meets except Musk and major investment firms.
He called the move a “bait-and-switch,” accusing the board of reducing accountability just months after relocating Tesla’s headquarters to Texas.
Removing the bylaw, he said, would restore basic rights and help ensure long-term accountability.
Track record of action
DiNapoli has used similar lawsuits in the past to force governance reforms and recover losses at major companies like Boeing and Wynn Resorts. He said Tesla’s board should be held to the same standard.
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