Tesla has 'huge hill to climb' to get Elon Musk's $56 billion pay deal approved, chair says

Winning shareholder backing for Elon Musk's huge compensation package is like climbing "Mount Everest," chair Robyn Denholm told the Financial Times.

• Tesla is facing an uphill battle to get Elon Musk's $56 billion pay package approved, Tesla's chair said.
• Robyn Denholm told the Financial Times getting the necessary votes was like climbing "Mount Everest."
• A Delaware judge previously struck down the package, citing Musk's influence over the board.

Robyn Denholm says Tesla is facing an uphill battle to get Elon Musk's record $56 billion pay package approved.

The chair told the Financial Times that getting the votes needed to approve Musk's salary and move its legal entity to Texas was like climbing "Mount Everest."

"It's a huge hill to climb because getting 50% of the shareholders to vote, let alone what they vote for, is quite tough," Denholm said.

Tesla has been seeking shareholder approval for Musk's $56 billion planned pay package, which was struck down by a Delaware judge earlier this year. The judge claimed that Musk's undue influence over Tesla's board resulted in an "unfair price" because of his close ties to several directors.

After the package was struck down, Musk vowed to take Tesla out of Delaware. He announced he was relocating SpaceX to Texas and said in a social media post: "If your company is still incorporated in Delaware, I recommend moving to another state as soon as possible."

Denholm has previously called Musk's planned pay package "critical to the future success of Tesla."

When asked if Musk would leave Tesla if the planned compensation were not approved, she said: "There is always a risk, but he's not holding a gun to anybody's head."

She added he hadn't said "one way or another."

Tesla's board has been trying to appeal the judge's decision and get the package over the line, even paying for ads calling for investors to vote in favor of the compensation plan.

In a filing with the Securities and Exchange Commission Tesla showed that it had paid for some ads on Google and on Musk's social-media site, X. The EV maker has traditionally avoided advertising.

The task has been made more difficult by the slide in Tesla's share price this year. It's down almost 30% at about $175 at Thursday's close, but has been as low as $142.

The company is still worth close to $550 billion, but it was worth about twice as much in late 2021.

Representatives for Tesla did not immediately respond to a request for comment from Business Insider, made outside normal working hours.