New York State Comptroller Thomas P. DiNapoli, who serves as trustee of the New York State Common Retirement Fund, has called on fellow Tesla Inc. shareholders to reject Elon Musk’s proposed pay package and to vote against all directors seeking reelection at the company’s upcoming annual meeting scheduled for November 6.
DiNapoli wrote to shareholders criticizing Musk’s compensation plan, describing it as lacking clear goals and arguing that it would diminish other investors’ stakes in the company. “Elon Musk’s latest pay proposal is indefensible in both scale and design,” DiNapoli stated. “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.”
He also said that Tesla’s board continues to support excessive compensation, increased concentration of voting power, and policies that favor Musk over other investors. According to DiNapoli, despite Musk already having a significant ownership stake in Tesla, his attention remains divided among various business interests.
In his letter, DiNapoli argued that Tesla’s Board of Directors has failed in its duty to provide independent oversight expected from a public company of its size. He specifically pointed out directors Ehrenpreis, Gebbia, and Wilson-Thompson—who are up for election this year—for enabling what he described as inflated CEO compensation packages and failing to prevent governance issues such as brand damage and stock volatility.
“Tesla’s Board has repeatedly failed to exercise the independence and oversight that shareholders deserve,” DiNapoli added. “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.”
DiNapoli urged support for his proposal—co-filed with New York City Comptroller Brad Lander—to reverse a recent bylaw amendment at Tesla requiring shareholders hold at least 3% ownership before they can file derivative lawsuits against company officers or directors. The change was implemented in May 2025 after Tesla moved its headquarters from California to Texas; under this rule only Musk or large investment firms could meet the threshold needed for such lawsuits.
“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,” said DiNapoli. “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.
Previously, DiNapoli has used derivative lawsuits against companies like The Boeing Co. and Wynn Resorts Ltd., resulting in changes aimed at improving corporate governance practices.
