New York State Comptroller Thomas P. DiNapoli, acting as trustee of the New York State Common Retirement Fund, has urged Tesla Inc. shareholders to vote against CEO Elon Musk’s proposed compensation package at the company’s annual meeting on November 6. DiNapoli described the plan as lacking clear goals and criticized its scale, stating it would dilute other shareholders’ holdings.
“Elon Musk’s latest pay proposal is indefensible in both scale and design,” DiNapoli said. “It would hand him another massive fortune while severely watering down the holdings of every other shareholder. This pay proposal is not pay for performance — it’s pay for power. Musk has proven to be distracted by his many outside ventures, and it’s unclear how many more billions of dollars will change that. Tesla’s shareholders cannot trust this board to design sound pay practices based on its past record, nor can we trust it to exercise true independence and accountability.”
DiNapoli argued that Tesla’s Board has focused on granting excessive pay and consolidating voting power around Musk, rather than serving the interests of all shareholders. He noted that despite Musk’s large existing stake in Tesla, he remains involved in various external projects, which raises questions about his commitment to the company.
In his letter to shareholders, DiNapoli singled out directors Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson—who are up for reelection this year—for enabling what he described as inflated executive compensation and failing to provide independent oversight. According to DiNapoli, these governance issues have contributed to brand damage, stock volatility, legal risks, and a reduction in shareholder rights.
“Tesla’s Board has repeatedly failed to exercise the independence and oversight that shareholders deserve,” DiNapoli said. “Directors must be held accountable for enabling governance failures that have damaged the company’s reputation, increased legal and operational risk, and eroded the rights and confidence of investors.”
Additionally, DiNapoli called on investors to support a proposal—filed jointly with New York City Comptroller Brad Lander—to overturn a recent bylaw requiring a 3% ownership threshold for filing shareholder derivative lawsuits against Tesla executives or directors. The bylaw was adopted after Tesla moved its headquarters to Texas in May 2025. DiNapoli argued that this change effectively prevents most shareholders from holding leadership accountable through legal means.
“Tesla’s Board has engaged in a bait-and-switch by promising to uphold shareholder rights when it moved to Texas, but then immediately turned its back on investors by amending its bylaws to reduce shareholder rights as soon as Texas offered an opportunity to do so,” DiNapoli said. “Undoing this restriction would restore this fundamental shareholder right and long-term governance integrity to Tesla by not insulating its directors” from possible legal action.
DiNapoli referenced previous instances where derivative lawsuits brought against other companies’ boards resulted in governance reforms and financial recoveries.
