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On Thursday, Tesla\u2019s shareholders will vote<\/a> on whether or not to approve Musk\u2019s uniquely structured, all-or-nothing pay package. Initially passed in 2018, the pay proposal was praised by Tesla\u2019s board and shareholders because it was seen as a moonshot, requiring Musk to hit near-impossible goals<\/a> before he saw any pay. But six years later, after those targets had been hit, the pay was invalidated by a judge, and Tesla\u2019s board was accused of mismanagement<\/a>.<\/p>\n The size of the pay package combined with Musk\u2019s own status as a superstar entrepreneur and celebrity CEO has made what should otherwise be a humdrum bit of corporate governance into an international news story. Musk\u2019s fiercest critics see the record-setting pay as a sign of an executive with outsize influence over Tesla\u2019s board, which includes his brother and friends. Supporters, on the other hand, credit Musk with building the company from the ground up and say objections to his pay are only being raised now because he successfully reached all the incentives laid out for him.\u00a0<\/p>\n As it stands, the fate of Musk\u2019s compensation package is still up in the air. High-profile backers, including the likes of Baron Capital<\/a> and ARK Invest CEO Cathie Wood, a longtime supporter<\/a> of Musk, have come out in favor. Planning to vote no are the Norwegian sovereign wealth fund Norges Bank Investment Management, managers of pensions funds in New York and California, and the investment firm Gerber Kawasaki. Lingering on the sidelines are the major asset managers like Vanguard<\/a> Group, BlackRock<\/a> and State Street<\/a> Corp, who haven\u2019t declared publicly<\/a> how they\u2019ll vote but\u2014because of their size\u2014could be the deciding factor. Adding another wrinkle are the many retail investors<\/a> that collectively own 43% of Tesla\u2019s common stock. On Saturday, Musk said on X<\/a> that 90% of retail shareholders who had already voted had backed the compensation plan.<\/p>\n Some management experts disagree. The promise of superhuman pay helped drive some of Musk\u2019s more erratic behavior, according to J. Bradford DeLong, professor of economic history at the University of California, Berkeley. \u201cI believe this pay package helped drive his descent from visionary business leader to bizarre carnival barker,\u201d DeLong wrote<\/a> in an op-ed for the New York Times. \u201cAnd that set of incentives and responses should not be validated.\u201d<\/p>\n Musk\u2019s pay package was originally approved in 2018 when 73% of shareholders<\/a> voted in favor of the plan. After Musk hit his targets, a group of disgruntled shareholders sued to block the move in a Delaware court. Kathleen McCormick<\/a>, the judge in the case, ruled to reverse the pay plan, citing that the board had not been sufficiently independent.\u00a0<\/p>\n That is a view that some shareholders agreed with. Tesla\u2019s board is \u201cacting like a family owned business when it\u2019s a publicly traded business,\u201d New York City comptroller Brad Lander told<\/a> CNBC.\u00a0<\/p>\n Gerber Kawasaki CEO Ross Gerber<\/a>, who has called Musk an \u201cabsent CEO\u201d and said Tesla needs to have a \u201creal CEO<\/a>,\u201d said Elon deserves compensation but excoriated the board for what he deemed poor conduct. The \u201cboard of directors sucks, to be honest,\u201d Gerber told CNBC. \u201cThey just stink. I\u2019ve never seen such a bad board. It\u2019s going to be written about in business schools for years to come to study what a horrendous board Tesla has.\u201d\u00a0<\/p>\n Tesla\u2019s board chair Robyn Denholm said it was \u201cabsolute BS<\/a>\u201d she wasn\u2019t independent of Musk, as McCormick had suggested.\u00a0<\/p>\n Other shareholders criticized Musk himself. A constant sore spot for institutional inventors, both those who hail Musk as a visionary and those who detest his personal politics, is his perceived lack of focus. Musk is often criticized for splitting his attention between his various other companies, which include X<\/a>, SpaceX<\/a>, and the Boring Company. In an interview<\/a> with Fortune<\/em> last month. Lander said the board let Musk focus on his other companies. \u201cEvery other major publicly traded company with a genuinely independent board\u2014and many of them with not that independent of a board\u2014expect their CEO to be a full-time CEO for their company,\u201d Lander said.\u00a0<\/p>\n Chris Ailman, the chief investment officer of CalSTRS, a California pension fund, said Musk is juggling a \u201cmillion balls in the air\u201d and should just focus on a few. Musk\u2019s top preference, according to Ailman, is the space travel currently being explored at SpaceX.\u00a0\u00a0<\/p>\n \u201cHe wants to go to Mars, let him fly away,\u201d Ailman said, half joking.\u00a0<\/p>\n<\/div>\nIs high pay good management?<\/strong><\/h2>\n