Here's a fun fact about corporate governance: Tesla Inc. (TSLA) board members have raked in more than $3 billion collectively through stock awards, which is more than directors at any other major U.S. tech company have received. And they managed this despite supposedly freezing their own pay four years ago.
The Numbers Behind the Freeze
According to an analysis from compensation specialist Equilar and Reuters, Tesla's directors haven't awarded themselves new stock grants since 2020. But that doesn't mean they stopped getting paid—far from it. The grants they received before the freeze have appreciated nicely, thank you very much.
The individual tallies are impressive. Kimbal Musk, CEO Elon Musk's brother, has made nearly $1 billion since joining the board in 2004. Board member Ira Ehrenpreis has collected $869 million since 2007. And board chair Robyn Denholm has earned $650 million since 2014.
The pay freeze came about after shareholders sued the company, alleging that director compensation was excessive. To settle that lawsuit, board members agreed to halt new director compensation starting in 2021. But here's the thing: between 2018 and 2020, they had already been receiving an average of about $12 million annually in cash and stock compensation.
How does that compare to other tech giants? It's roughly eight times what the average director at Alphabet Inc. (GOOG) (GOOGL) earned during the same period, and Alphabet had the next-highest director pay among the "Magnificent Seven" tech stocks.
Still Leading the Pack
Even when you factor in the four years of suspended pay between 2018 and 2024, Tesla's board members earned on average 2.5 times more than Meta Platforms (META) directors, who ranked as the next highest-paid over that seven-year stretch.
There's another wrinkle here that governance experts aren't thrilled about: Tesla's board chose to receive compensation in stock options rather than actual shares. The criticism? Options give directors all the upside potential if the stock price climbs, but they're not exposed to the same downside risk that regular shareholders face. If the stock tanks, options just expire worthless rather than representing an actual loss.
Recent Moves Raising Eyebrows
The timing of this revelation is interesting. Just recently, Kimbal Musk sold over $25 million worth of Tesla shares. When a board member and the CEO's brother offloads that much stock, people naturally start asking questions about whether the family has concerns about the company's future prospects.
Then there's the matter of Elon Musk's compensation package—reportedly worth $1 trillion, which would be a first in global corporate history. Critics have highlighted potential issues with the structure, suggesting loopholes might allow Musk to make ambitious promises, deliver partially on them, and still collect enormous rewards.
As for Tesla's current performance, the company ranks in the 67th percentile for quality and the 53rd percentile for growth, suggesting middle-of-the-road performance in both categories. The stock has had a decent year though, climbing 21.01% year-to-date. On Friday, shares rose 2.71% to close at $458.96.
The bigger question all this raises: When a board is responsible for overseeing executive compensation and company strategy, does it matter how much they're personally benefiting from stock appreciation? It's one thing to align incentives. It's another when the numbers get this large.