Elon Musk, the world’s richest person, used the closing minutes of Tesla Inc.’s quarterly earnings call to launch a fiery defence of his proposed $1 trillion pay package, lashing out at proxy advisory firms that have urged shareholders to vote against the plan.
In a characteristically unscripted moment on Wednesday, Musk interrupted his chief financial officer to denounce Institutional Shareholder Services (ISS) and Glass Lewis, describing them as “corporate terrorists” who “have no freaking clue.”
“I just think that there needs to be enough voting control to give a strong influence,” Musk said, interrupting his CFO at the tail end of a 75-minute call.
“But not so much that I can’t be fired if I go insane.”
The remarks came ahead of Tesla’s annual general meeting on November 6 in Austin, where shareholders will decide whether Musk’s stake in Tesla should rise from 13% to nearly 29%, contingent on the company achieving ambitious milestones — including selling 12 million vehicles, producing one million humanoid robots, and deploying one million robotaxis during his leadership.
It is being described as the largest pay package in corporate history.
“I just don’t feel comfortable building a robot army here and then being ousted because of some asinine recommendations from ISS and Glass Lewis, who have no freaking clue,” Musk said, adding that the advisory services did not have shareholders’ interests in mind.
Musk has previously hinted that he might even consider stepping away from Tesla if shareholders reject the proposed compensation plan.
Proxy advisors urge rejection of Musk’s record-breaking package
Both ISS and Glass Lewis have advised Tesla shareholders to reject the “mega performance equity award,” arguing that the sheer size of the proposed compensation and its structure could erode shareholder value.
The “mega performance equity award” to Musk, designed to retain the CEO long-term, “has an astronomical grant value conditioned upon far-reaching performance targets that, if achieved, would create enormous value for shareholders,” ISS wrote on Friday.
It added that while some shareholders may support the pay plan, “there are unmitigated concerns surrounding the special award’s magnitude and design.”
Glass Lewis echoed the sentiment, calling the terms of the plan “a significant cause for concern.”
It also highlighted the potential dilution of shareholder value should the company issue additional shares to fulfil the package.
ISS once again completely misses fundamental points of investing and governance.
They recommended against compensation that shareholders have voted on twice before (and that Elon has already earned), as well as the 2025 CEO Performance Award (where Elon receives nothing unless
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Tesla CFO defends pay structure, says shareholders benefit first
Tesla’s Chief Financial Officer, Vaibhav Taneja, attempted to calm investor nerves at the end of the call, emphasising that Musk would only benefit if shareholders saw “substantial returns.”
“The plan has been designed so that Elon gains nothing unless our investors gain first,” Taneja said.
He also urged shareholders to support the package, which he said was critical to maintaining Tesla’s momentum in artificial intelligence, robotics, and autonomous vehicles.
The debate over Musk’s pay has reignited long-standing criticism of Tesla’s governance structure.
Several state officials and investor groups have argued that the company’s board, composed of individuals with long-standing ties to Musk, lacks independence.
Legal battles and history of controversy
The controversy over Musk’s compensation stretches back to 2018, when Tesla’s board first approved a $56 billion pay package—then the largest in corporate history.
That plan was struck down last year by a Delaware court, which ruled that the board had been “unduly influenced” by Musk.
In response, Tesla sought to reapprove the compensation through a new shareholder vote, mounting an extensive campaign that included advertisements and open letters to investors.
The fundamental issue is that half of all publicly-traded shares are controlled by passive index funds who, for the most part, outsource their shareholder vote to the advisory firms of ISS and Glass Lewis.
ISS and Glass Lewis have no actual ownership themselves and often vote
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The package was narrowly ratified in June 2024, but litigation over the matter remains unresolved.
This new proposal, though even larger in scale, is seen by Musk’s supporters as a necessary step to retain his leadership and focus amid Tesla’s shifting priorities in AI and robotics.
Critics, however, see it as emblematic of a corporate culture that puts the CEO above accountability.
Musk’s remarks reignite debate over corporate power
Musk’s comments highlight growing tensions between powerful corporate leaders and the advisory firms that influence institutional investors.
Both ISS and Glass Lewis are widely followed by index funds and pension managers, whose votes can sway corporate governance decisions.
By labelling the firms “corporate terrorists,” Musk has intensified scrutiny over their influence, while also framing the pay dispute as a broader fight between entrepreneurial vision and bureaucratic oversight.
Analysts say the confrontation reflects Musk’s deep frustration with what he sees as attempts to constrain his control over Tesla’s future direction.
Yet for shareholders, the November 6 vote will be a defining test of whether Musk’s leadership—and his vision of building an AI-driven “robot army”—outweighs concerns about unchecked executive power.
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