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Battle over Elon Musk’s trillionaire pay package builds as pension funds face off against Tesla

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Tesla is weeks away from a monumental shareholder vote on CEO Elon Musk’s potential $1 trillion pay package at its annual investor meeting, and the EV-maker is pulling out all the stops to push the measure through. 

Last year, Tesla rallied thousands of mom-and-pop retail investors to vote their shares of stock in favor of Musk’s billions in pay. Now, Tesla is teeing up retail holders for another vote on Nov. 6 that would set Musk on the path to becoming the world’s first trillionaire by granting him up to 12% of Tesla’s outstanding shares divided into 12 tranches through a restricted stock grant. The first tranche starts at $2 trillion and the final tranche is $8.5 trillion. If he hits all the goals in the plan, he’ll have brought Tesla to a market cap of $8.5 trillion and his stake would be worth more than $1 trillion. Much of the playbook for 2025 is similar to 2024: a slick investor website, a bevy of posts and engagement on X about how investors can vote shares on specific brokerage platforms, and even a special video with Optimus humanoid robots explaining voting in between taking a sauna and overseeing platters of bagels and cream cheese. 

Tesla is clearly dedicating resources to communicating with its individual retail investors and informing them about how to vote, independent activist investor Michael Levin told Fortune, a feat that is difficult to accomplish in the U.S. Given how Tesla pulled it off last year, this year’s vote to approve Musk’s new award isn’t nearly as in doubt as it was in 2024, he said. Plus, Tesla has the same playbook to work from this year.

“The result of 2024 gives a very strong clue about how 2025 will work out—and that passed with 72% of voters supporting it, and that’s pretty comfortable,” Levin said. “This year, it’s sort of a version of the same thing: a comp plan going forward with these insane, ambitious goals, and people are fine with that and don’t mind him being a trillionaire.”

Thousands of retail investors and Tesla loyalists have pledged their support in favor of Tesla and Musk’s stratospheric new pay plan, but a growing coalition of pension funds and Democratic state fiduciaries are speaking out about what they see as red flags: a comp package that is too large, a lack of independence on the board, and the potential for other founders and controlling CEOs to follow in Musk’s footsteps. The latter would be disastrous for an economy that is already tilted too favorably in the direction of billionaires like Musk while employees writ large are battling inflation and lackluster pay raises, sources said.

“It’s not only the magnitude, it’s the way in which the pay package is sort of a ransom aimed at shareholders,” New York City Comptroller Brad Lander told Fortune. “It’s a megalomaniacal trip of bizarre proportions that is all about Elon’s ego and not about the financial health of the company or its stakeholders and shareholders.”

Lander, who signed a letter with other investors urging shareholders to vote against Musk’s pay plan and to oppose the reelection of three Tesla board members, oversees more than a $1 billion invested in Tesla on behalf of New York City’s pension funds. 

Similarly, New York State Comptroller Thomas P. DiNapoli, who oversees about $1.4 billion invested in Tesla on behalf of the state’s pension funds, called Musk’s pay “excessive,” and said it “waters down the holdings of other shareholders, and gives a captive board unwarranted discretion.” DiNapoli said he plans in coming weeks to lobby other investors to vote against the plan and all directors with reelection bids on the board.

The vote will be a pivotal moment—not just for Tesla, but for all those who oversee invested assets on behalf of shareholders and retirees, New Mexico State Treasurer Laura Montoya told Fortune.

“If we don’t hold them accountable you’re going to have so many others who are going to try and follow suit,” Montoya said. “This is a precedent that could be damaging to our economy, not just today and tomorrow but in our children’s future.”

Two compensation proposals at Tesla

The Tesla meeting agenda includes investor votes on 14 proposals, but the two that are keenly relevant to Musk’s compensation include a proposal to approve his 2025 CEO performance award, and a second proposal that would include the creation of a special reserve of 208 million equity shares for Musk. The vote authorizing more shares will also replenish the equity pool of 60 million shares available for employees and directors that companies typically use to compensate executives. 

“All the action is in those two proposals,” said Levin, who holds small investment in Tesla and plans to oppose the pay proposals. 

The pay plan up for a vote this year comes after a Delaware judge rescinded Musk’s previous moonshot award in January 2024, a decision that prompted Tesla to hold an investor vote to ratify his pay package a second time in 2024 and to authorize a move from being incorporated in the state of Delaware to Texas. The 2024 ratification vote and the move to Texas were enormous victories for the EV maker, even though the same Delaware judge rescinded Musk’s pay package a second time following the vote.  

Since then, the Tesla board has given Musk an interim award of 96 million shares of restricted stock valued at about $24 billion. Musk’s proposed 2025 award involves the CEO hitting both market capitalization and operational goals that could potentially see Tesla reach a market cap of $8.5 trillion if Musk successfully unlocks all 12 tranches. He’ll have to stick around at Tesla for a minimum of 7.5 years and up to 10 years for his shares to vest. 

The board claimed during negotiations that Musk “raised the possibility that he may pursue other interests” if he does not get paid for his past work at Tesla and receive at least a 25% voting interest in the company. The new award requires him to “participate in the board’s development of a framework for long-term CEO succession,” one of the provisions states. All told, Musk could become the world’s first trillionaire and he would hold 28.8% of Tesla if he hits all the goals in the moonshot plan. He would also become the first and only CEO to hit a moonshot hat trick—three back-to-back pay packages. 

The Tesla board told investors the pay package is key to keeping Musk focused on Tesla and motivated to grow the company.

“In light of the AI talent wars, Tesla’s internal efforts to develop and expand its product offerings within the AI industry, the absence of a comprehensive plan to address the compensation that remains outstanding for Musk’s past performance, and the lack of any go-forward incentive to motivate Musk to keep his focus aimed at Tesla long enough to achieve meaningful results that will transform Tesla over the long-term, we believe there is a pressing need to retain and incentivize Musk immediately,” the board told investors last month.

Pension funds fight back 

In their criticisms, pension funds and Democratic state fiduciaries are taking aim not only at the size of Musk’s potential pay package but the Tesla board, chaired by Robyn Denholm. Pension leaders have said Denholm and the board are letting investors down by failing to properly oversee and challenge Musk when needed and ensure that he stays focused on Tesla. 

“In our view, the board’s failure to limit Mr. Musk’s outside endeavors while rewarding him with unprecedented pay packages for only a part-time commitment strongly indicates a lack of true independence by management and jeopardizes long-term shareholder value,” states a letter from SOC Investor Group signed by a dozen fiduciaries and investors. “The board has permitted Mr. Musk to be overcommitted for years, allowing him to continue as CEO while taking time-consuming leadership roles at his other companies, xAI/X, SpaceX, Neuralink, and Boring Company.”

The letter noted that the level of compensation paid to the Tesla board members could also compromise the board’s impartiality. Average comp paid to S&P 500 board members in 2024 was $327,096, the letter states. Denholm’s average compensation per year has been $62 million. Denholm has repeatedly denied that her objectivity has been clouded by the wealth she’s made selling Tesla stock over the years. 

Still, some investors are planning to send a message to the board by voting against the three directors up for reelection this year: Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson.

Maryland Comptroller Brooke Lierman told Fortune her concerns about Tesla as a fiduciary were based on the board’s governing track record and the lack of accountability by directors overseeing Musk in his role as CEO. 

“This is one of those circumstances where somebody has to say, ‘Enough is enough,’” said Lierman. 

The retail wildcard

Despite the organizing by pension funds, the battle to sway the vote is an uphill climb, although that is no reason not to speak out, noted Lierman. Tesla appears positioned to win approval of Musk’s new moonshot pay plan based on Musk’s ownership, the voting history of large institutional investors, and the company’s track record with individual holders. 

FGS Global, a strategy firm working with Tesla, confirmed to Fortune that shares owned by Musk—and his brother and board colleague Kimbal Musk—can be voted for the two key comp proposals. Meaning, there is no majority-of-minority requirement, a corporate governance mechanism where a transaction or proposal has to be approved by a majority of shareholders who are not involved in the transaction. Currently, Musk holds about 20% of the company and Kimbal Musk holds about 1.5 million shares, less than 1% of Tesla’s outstanding stock. In addition, large institutional investors BlackRock and Vanguard hold close to 13% of Tesla between them, and both voted in favor of Musk’s pay ratification in 2024. 

According to FactSet, retail shareholders equate to approximately 34% of outstanding shares. Last year’s ratification vote saw 72% of all votes cast in approval of his pay, which excluded shares connected to Musk and his brother.  

Given the level of insider control plus Tesla’s command over its retail base, proxy advisory firms like ISS and Glass Lewis aren’t going to be a determinant even if they recommend investors oppose the pay proposals, said Levin. Similarly, BlackRock and Vanguard don’t disclose their votes in advance, but they may not be much of an issue even if they suddenly reverse course on Musk’s pay this year versus last year. 

Still, Musk is unlikely to leave anything to chance, said Levin, given his ownership stake in Tesla.

And if Musk left Tesla it would be terrible for investors; the stock would likely immediately plummet. “Maybe it’s a risk this board doesn’t want to take,” said Levin. “But I think the cost of avoiding that risk is way too high—it’s a trillion dollars of equity.”

Tesla’s shareholder meeting is slated to take place on Nov. 6 at its headquarters in Austin, Texas.





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Jerome Powell faces a credibility issue as he tries to satisfy hawks and doves on a divided Fed

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With the Federal Reserve split between increasingly hawkish and increasingly dovish policymakers, Chairman Jerome Powell is due to perform some serious log-rolling when the central bank meets this week.

Another rate cut is a near certainty after the Fed meeting ends on Wednesday, but the main question is what Powell will say about the prospects for more easing next month.

Wall Street expects a hawkish cut, meaning Powell is likely to avoid signaling a January cut to appease Fed hawks, after joining doves to lower rates this month.

“Chair Powell is facing the most divided committee in recent memory,” analysts at Bank of America said in a note on Friday. “Therefore, we think he will attempt to balance the expected rate cut with a hawkish stance at the press conference, just as he did in October.”

But at the same time, the Fed chief has also been insistent that policymakers are not on a pre-determined course and that rate moves depend on the data that come in.

As a result, BofA is doubtful that he can pull off a hawkish cut so easily, considering all the market-moving data that will come out between the two meetings, with some delayed due to the government shutdown.

The week after the Fed meeting, for example, jobs numbers for October and November, October retail sales, and the consumer price index for November will come out. And December readings for those indicators are likely to be released before the next meeting on Jan. 27-28.

“It will be difficult for Powell to send a credibly hawkish signal at the press conference,” analyst said.

BofA still sees a way for him to thread the needle. One option is for Powell to suggest that “significant further weakening” in the jobs data will be necessary to trigger a January cut.

Another option is to argue that 3.5%-3.75%—where benchmark rates would be if the Fed cuts again this week—isn’t restrictive after accounting for inflation, meaning the central bank is no longer weighing on the economy as much.

Similarly, JPMorgan chief U.S. economist Michael Feroli said he expects Powell to stress that after this week’s cut, rates will be close to neutral. So any additional easing would depend on meaningful deterioration in the labor market and not be predicated in risk management.

For now, Wall Street doesn’t expect a January cut, with 25% odds currently being priced in on CME Group’s FedWatch tool. But BofA thinks Powell will likely leave the door open for one.

“We wouldn’t be surprised if markets start pushing more aggressively for a Jan cut in the near term,” analysts predicted. “And the anticipation of this outcome might raise the probability of more dissents in Dec, since hawks might be inclined to dig their heels in instead of compromising.”



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US vaccine advisers end decades-long recommendation for all babies to get hepatitis B shot at birth

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A federal vaccine advisory committee voted on Friday to end the longstanding recommendation that all U.S. babies get the hepatitis B vaccine on the day they’re born.

A loud chorus of medical and public health leaders decried the actions of the panel, whose current members were all appointed by U.S. Health Secretary Robert F. Kennedy Jr. — a leading anti-vaccine activist before this year becoming the nation’s top health official.

“This is the group that can’t shoot straight,” said Dr. William Schaffner, a Vanderbilt University vaccine expert who for decades has been involved with the Advisory Committee on Immunization Practices and its workgroups.

Several medical societies and state health departments said they would continue to recommend them. While people may have to check their policies, the trade group AHIP, formerly known as America’s Health Insurance Plans, said its members still will cover the birth dose of the hepatitis B vaccine.

For decades, the government has advised that all babies be vaccinated against the liver infection right after birth. The shots are widely considered to be a public health success for preventing thousands of illnesses.

But Kennedy’s advisory committee decided to recommend the birth dose only for babies whose mothers test positive, and in cases where the mom wasn’t tested.

For other babies, it will be up to the parents and their doctors to decide if a birth dose is appropriate. The committee voted 8-3 to suggest that when a family elects to wait, then the vaccination series should begin when the child is 2 months old.

President Donald Trump posted a message late Friday calling the vote a “very good decision.”

The acting director of the Centers for Disease Control and Prevention, Jim O’Neill, is expected to decide later whether to accept the committee’s recommendation.

The decision marks a return to a health strategy abandoned more than three decades ago

Asked why the newly-appointed committee moved quickly to reexamine the recommendation, committee member Vicky Pebsworth on Thursday cited “pressure from stakeholder groups,” without naming them.

Committee members said the risk of infection for most babies is very low and that earlier research that found the shots were safe for infants was inadequate.

They also worried that in many cases, doctors and nurses don’t have full conversations with parents about the pros and cons of the birth-dose vaccination.

The committee members voiced interest in hearing the input from public health and medical professionals, but chose to ignore the experts’ repeated pleas to leave the recommendations alone.

The committee gives advice to the director of the Centers for Disease Control and Prevention on how approved vaccines should be used. CDC directors almost always adopted the committee’s recommendations, which were widely heeded by doctors and guide vaccination programs. But the agency currently has no director, leaving acting director O’Neill to decide.

In June, Kennedy fired the entire 17-member panel earlier this year and replaced it with a group that includes several anti-vaccine voices.

Hepatitis B and delaying birth doses

Hepatitis B is a serious liver infection that, for most people, lasts less than six months. But for some, especially infants and children, it can become a long-lasting problem that can lead to liver failure, liver cancer and scarring called cirrhosis.

In adults, the virus is spread through sex or through sharing needles during injection drug use. But it can also be passed from an infected mother to a baby.

In 1991, the committee recommended an initial dose of hepatitis B vaccine at birth. Experts say quick immunization is crucial to prevent infection from taking root. And, indeed, cases in children have plummeted.

Still, several members of Kennedy’s committee voiced discomfort with vaccinating all newborns. They argued that past safety studies of the vaccine in newborns were limited and it’s possible that larger, long-term studies could uncover a problem with the birth dose.

But two members said they saw no documented evidence of harm from the birth doses and suggested concern was based on speculation.

Three panel members asked about the scientific basis for saying that the first dose could be delayed for two months for many babies.

“This is unconscionable,” said committee member Dr. Joseph Hibbeln, who repeatedly voiced opposition to the proposal during the sometimes-heated two-day meeting.

The committee’s chair, Dr. Kirk Milhoan, said two months was chosen as a point where infants had matured beyond the neonatal stage. Hibbeln countered that there was no data presented that two months is an appropriate cut-off.

Dr. Cody Meissner also questioned a second proposal — which passed 6-4 — that said parents consider talking to pediatricians about blood tests meant to measure whether hep B shots have created protective antibodies.

Such testing is not standard pediatric practice after vaccination. Proponents said it could be a new way to see if fewer shots are adequate.

A CDC hepatitis expert, Adam Langer, said results could vary from child to child and would be an erratic way to assess if fewer doses work. He also noted there’s no good evidence that three shots pose harm to kids.

Meissner attacked the proposal, saying the language “is kind of making things up.”

Health experts say this could ‘make America sicker’

Health experts have noted Kennedy’s hand-picked committee is focused on the pros and cons of shots for the individual getting vaccinated, and has turned away from seeing vaccinations as a way to stop the spread of preventable diseases among the public.

The second proposal “is right at the center of this paradox,” said committee member Dr. Robert Malone.

Some observers criticized the meeting, noting recent changes in how they are conducted. CDC scientists no longer present vaccine safety and effectiveness data to the committee. Instead, people who have been prominent voices in anti-vaccine circles were given those slots.

The committee “is no longer a legitimate scientific body,” said Elizabeth Jacobs, a member of Defend Public Health, an advocacy group of researchers and others that has opposed Trump administration health policies. She described the meeting this week as “an epidemiological crime scene.”

Republican Sen. Bill Cassidy, a liver doctor who chairs the Senate health committee, called the committee’s vote on the hepatitis B vaccine “a mistake.”

“This makes America sicker,” he said, in a post on social media.

The committee heard a 90-minute presentation from Aaron Siri, a lawyer who has worked with Kennedy on vaccine litigation. He ended by saying that he believes there should no ACIP vaccine recommendations at all.

In a lengthy response, Meissner said, “What you have said is a terrible, terrible distortion of all the facts.” He ended by saying Siri should not have been invited.

The meeting’s organizers said they invited Siri as well as a few vaccine researchers — who have been vocal defenders of immunizations — to discuss the vaccine schedule. They named two: Dr. Peter Hotez, who said he declined, and Dr. Paul Offit, who said he didn’t remember being asked but would have declined anyway.

Hotez, of the Texas Children’s Hospital in Houston, declined to present before the group “because ACIP appears to have shifted its mission away from science and evidence-based medicine,” he said in an email to The Associated Press.



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Jamie Dimon on AI: ‘maybe one day we’ll be working less hard but having wonderful lives’

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JPMorgan Chase CEO Jamie Dimon reiterated a nuanced and overall upbeat view about the effect of artificial intelligence on the economy.

In an interview with Fox News’ Sunday Morning Futures, the head of the world’s biggest bank acknowledged businesses have been cautious about hiring lately but said it’s not related to AI and doubted that the technology will dramatically reduce jobs in the next year.

“For the most part, AI is going to do great stuff for mankind, like tractors did, like fertilizers did, like vaccines did,” he said. “You know maybe one day we’ll be working less hard but having wonderful lives.”

Dimon added that AI still needs proper regulation to mitigate the downside risks, just like other innovations throughout history.

He also repeated his earlier warning that AI will eliminate jobs, but urged people to focus on uniquely human skills like critical thinking, emotional intelligence, and communication.

If AI sweeps through the economy so quickly that workers can’t adapt to new roles in time, Dimon suggested the public sector and private sector have roles to play.

“We—government and we the companies, society—should look at how do we phase it in a way that we don’t damage a lot of people,” he explained. “We should have done a little bit more on trade assistance years ago when you had a town that got damaged by the closure of a plant. And that you can do: you can retrain people, relocate people, income assistance, early retirement.”

Meanwhile, AI is also creating jobs in the near term as new infrastructure requires more construction and fiber optics, he pointed out.

The comments were his latest on AI in recent months. In November, Dimon predicted AI will help the developed world transition to a shorter workweek of just three and a half days sometime in the next 20-40 years.

And at the Fortune Most Powerful Women Summit in October, he said governments and companies must plan for an AI future to avoid a social backlash.

“It will eliminate jobs. People should stop sticking their heads in the sand,” he warned.



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