Tesla Board Reaped Over $3 Billion in Stock Awards, Far Exceeding Tech Peers
Tesla’s board of directors has earned more than $3 billion through stock awards since 2004, an amount that dwarfs compensation at other major U.S. technology firms. CEO Elon Musk’s brother Kimbal has earned nearly $1 billion, while director Ira Ehrenpreis collected $869 million and board chair Robyn Denholm $650 million. Most of these windfalls came from stock options that appreciated dramatically as Tesla’s share price soared.
Why It Matters
The outsized compensation raises questions about corporate governance and board independence. Experts argue that such high pay could compromise directors’ ability to objectively oversee Tesla and Musk, as a large portion of their wealth is tied to stock performance rather than cash. Critics also note that Tesla is one of the few major firms where directors are paid predominantly in options rather than shares, magnifying upside potential with limited downside risk.
Stock Option Controversy
Tesla directors have received compensation primarily through stock options, rather than shares. This practice allows them to profit if Tesla’s stock rises without incurring losses if it falls, unlike restricted stock which better aligns interests with shareholders. Between 2018 and 2024, Tesla directors averaged $1.7 million annually despite suspending pay for four years, more than double the average of Meta directors, the next highest-paid among the “Magnificent Seven” tech companies.
Legal and Governance Issues
Tesla’s board suspended new stock grants in 2021 following a shareholder lawsuit alleging excessive pay. The board has also faced scrutiny in a Delaware court over Musk’s 2018 compensation package, with the judge ruling that excessive pay and personal ties compromised CEO-pay negotiations. The board proposed a new pay package for Musk in 2024 potentially worth $1 trillion in Tesla stock over the next decade.
Stakeholders include Tesla’s board members, CEO Elon Musk, shareholders, corporate-governance experts, and the wider investment community. Oversight and accountability are central concerns, as compensation structures can influence board decisions and shareholder trust.
Comparison With Tech Peers
Other major tech firms like Alphabet, Meta, Apple, Microsoft, Amazon, and Nvidia (“Magnificent Seven”) have also seen stock-based wealth increases for directors, but none have granted awards as concentrated or directly tied to board service as Tesla. Lifetime earnings for Tesla directors far exceed peers when factoring in appreciated stock value.
What’s Next
Governance experts suggest reforms such as paying directors in restricted stock rather than options, and greater shareholder oversight of compensation plans. Tesla’s board must navigate the delicate balance of incentivising directors while maintaining independence in overseeing Musk and the company. Legal proceedings and shareholder scrutiny over Musk’s latest pay package are ongoing and may influence future board compensation practices.
Additional Considerations
The analysis raises broader questions about tech-sector governance, the risks of incentive structures tied to stock performance, and the potential misalignment between directors’ personal wealth and long-term shareholder interests. Tesla’s board, given its outsized compensation, will remain a focus for regulators and investors alike.
With information from an exclusive Reuters report.