Connect with us

Business

Tesla shareholder group urges probe, ‘appropriate remedial action’ from Nasdaq over Elon Musk’s $29 billion pay package

Published

on



In the latest twist in a long-running battle over Elon Musk’s compensation at Tesla, the SOC Investment Group has requested that Nasdaq formally investigate “and take appropriate remedial action” against Tesla for its recent $29 billion equity grant to the CEO. In a letter to Nasdaq, the group raised concerns about compliance with executive compensation rules and shareholder transparency.

The SOC group, formerly known as the CtW Investment Group, works with pension funds sponsored by a coalition of unions representing over two million members; many of those funds are Tesla investors.

In a letter dated August 19, 2025, addressed to Erik Wittman, deputy general counsel and head of enforcement at Nasdaq, SOC expressed “serious concerns” about Musk’s new compensation package. Specifically, SOC said it was concerned that Tesla’s board circumvented Nasdaq listing rules when awarding Musk a “2025 CEO Interim Award,” disclosed earlier this month. The group claims this equity award should have required a shareholder vote, as stipulated under Nasdaq’s rules, given that it materially amended compensation plans.

Tesla’s board approved Musk’s new equity package under the company’s 2019 Equity Incentive Plan, largely as compensation for his previously awarded—and overturned—$56 billion options package from 2018, known as the “2018 CEO Performance Award.” That older award was (twice) overturned by the Delaware Chancery Court due to questions regarding board independence—a decision currently being appealed to the Delaware Supreme Court.

Fortune‘s Shawn Tully reported that the new package will only apply if Musk and Tesla lose on appeal in Delaware. He also noted that unlike with the $56 billion award, the newer $29 billion award includes restrictions that protect shareholders: The shares vest on the second anniversary of the grant, or early August 2027, only if Musk serves for the entire period as CEO or chief of product development or operations. Musk can’t sell any of those vested shares until five years later, or Aug. 3, 2030.

Fortune‘s Amanda Gerut reported that, such restrictions notwithstanding, the package lacks hard performance targets for Musk. Brian Dunn, director of the Institute for Compensation Studies at Cornell University, told Fortune that experts sometimes refer to these as “fog-the-mirror grants.” In other words: “If you’re around and have enough breath left in you to fog the mirror, you get them.”

The objections lobbied by SOC Investment Group in its letter have nothing to do with either feature of the grants. The group argues that the Tesla board dodged shareholder approval for the package, in contravention of Nasdaq listing policy.

Shareholders likely ‘did not believe’ they were voting to approve a new Musk package

The SOC Investment Group emphasizes that when Tesla shareholders approved the 2019 Equity Incentive Plan, company disclosures explicitly excluded Musk from eligibility, stating that his compensation would be exclusively tied to the extraordinary 2018 award. “When shareholders voted on the 2019 Plan it is likely that, based on the available disclosures and research, they did not believe they were voting on an equity plan that would cover compensation to Mr. Musk,” the SOC letter writes, “precisely because of the ‘truly extraordinary’ nature of the 2018 CEO Performance Award.”

The SOC letter also notes that Tesla’s 2019 proxy statement repeated multiple times that the 2019 plan was not intended to cover awards to Musk. Furthermore, the letter mentions that major proxy advisory firms indicated that the 2018 CEO Performance Award was “intended to be the sole means of compensation for Mr. Musk, relying on the Company’s disclosures.”

Therefore, SOC writes, the 2025 CEO Interim Award “appears to expand the class of participants under the 2019 Plan in manner that would be sufficiently material to require a separate shareholder vote.”

The letter also warns that Tesla’s board has indicated further interim awards could follow, potentially bypassing shareholder votes while the Delaware case, the so-called Tornetta litigation, is pending. The SOC letter urges Nasdaq to act to “restore the rightful balance between shareholder and managements interests,” prevent dilution, and ensure executive compensation transparency.

A vocal, active shareholder

SOC Investment Group has a long and active history of engagement with Tesla, focusing on issues such as executive compensation, governance, board independence, and labor rights. The group has repeatedly opposed large pay packages for Musk—including leading campaigns to encourage shareholders to vote against Musk’s $56 billion option award and calling for votes against related awards, especially when they believe proper shareholder approval procedures were circumvented or governance standards were not met.

The group has also urged Tesla shareholders to vote against the reelection of certain directors, such as Kimbal Musk and James Murdoch, citing concerns about lack of board independence from Elon Musk and alignment with shareholders’ interests. Similar to its current letter to Nasdaq, it has requested investigations by regulators into Tesla’s governance practices, arguing that the company’s board favors Musk’s interests over those of public shareholders. For example, they asked the SEC to probe Tesla’s plan to shrink its board in 2022.

The group has also joined with other investors in co-filing shareholder resolutions calling for Tesla to adopt comprehensive labor rights policies, including non-interference with worker organizing and compliance with global labor standards. They have been involved in webinars and resolutions highlighting risks related to Tesla’s approach to unions and labor issues across several countries.

Tesla has not publicly responded to the letter and did not immediately respond to Fortune‘s request for comment.

For this story, Fortune used generative AI to help with an initial draft. An editor verified the accuracy of the information before publishing. 



Source link

Continue Reading

Business

‘This isn’t what Walt and Roy would have wanted’: Disney fans with disabilities sue over new ride restrictions

Published

on



Changes that Disney made to a popular program that lets qualifying disabled people skip long lines at its California and Florida theme parks are too restrictive, disabled fans contend in a federal lawsuit and shareholder proposal that seek to expand eligibility.

The battle over who can skip long lines on popular rides because of their disabilities marks the latest struggle by Disney to accommodate disabled visitors while cracking down on past abuses. But some Disney fans say the company has gone too far and has no right to determine who is disabled.

“This isn’t right. This isn’t what Walt and Roy would have wanted,” said Shannon Bonadurer, referring to the Disney brothers who founded the entertainment empire. Despite being unable to wait for long periods of time in the heat because she uses an ileostomy bag, Bonadurer was denied a pass for the disability program.

In a statement, Disney said it was committed to providing a great experience to all visitors, particularly those with disabilities who may require special accommodations.

Here’s a look at changes to Disney parks’ policies for disabled visitors.

What is the disability program?

The Disability Access Service, or DAS, program allows pass-holders and their immediate family members to make an online reservation for a ride while in the park and then get into an expedited line that typically takes about 10 minutes when it’s their time to go on the ride. DAS guests never have to wait in normal standby lines, which on the most popular attractions can be two hours or more.

The DAS program started in 2013 in response to past abuses by disabled “tour guides” who charged money, sometimes hundreds of dollars, to accompany able-bodied guests, enabling such guests to go to the front of lines. Disney says the DAS program needed changing because it had grown fourfold. Before last year’s changes, the percentage of guests having DAS passes jumped from around 5% to 20% over the past dozen years “and showed no signs of slowing,” the company said in court papers.

Disney parks make other accommodations for disabled visitors, including maps in Braille, a device that helps transfer visitors from wheelchairs to ride seats, quiet break locations and American Sign Language interpreters for some live shows. The parks permit some service animals on rides and allow some disabled guests to leave a line and rejoin their party before boarding a ride.

Who qualifies now?

Disney narrowed the scope from people with a wider range of disabilities to mostly guests who “due to a developmental disability such as autism or similar” have difficulties waiting in a long line. Under the changes, guests seeking a DAS pass must be interviewed via video chat by a Disney worker and a contracted medical professional who determine if the person is eligible. Visitors found to have lied can be barred from the parks.

Some people with disabilities who have been denied say the new policy is too restrictive. Not only was Bonadurer denied a pass, but so was her 25-year-old son, who is blind and has cerebral palsy and autism.

“They are making a determination about whether you’re disabled enough,” said Bonadurer, a professional travel adviser from Michigan. “I would love to wait in line with everyone else, and so would my son, since that would mean he has a normal life. But we don’t, and unfortunately for us, we need adaptations to how we wait.”

Disney says the Americans with Disabilities Act doesn’t require equal treatment of people with varying disabilities. The company accommodates those visitors who don’t meet the new DAS criteria with alternatives, Disney said in court filings responding to a federal lawsuit in California.

“For example, in a crowded movie theater, a person using a wheelchair may be entitled to priority seating even if they arrive shortly before the movie starts, while a deaf person may only be entitled to a seat with closed captioning,” the company said.

At Disney’s main theme park rival, Universal, disabled visitors can get shorter lines if they have a card issued by an international board that certifies venues for their accessibility.

What’s next?

A shareholder proposal submitted on behalf of DAS Defenders, an advocacy group of Disney fans opposed to the DAS changes, calls on the company next year to commission an independent review of its disability policies and publicly release the findings. The shareholder proposal claims the change to the DAS program has contributed to lower park attendance.

Disney’s attorneys told the Securities and Exchange Commission in a November letter that it intends to block the proposal ahead of the company’s 2026 shareholder meeting, saying it was false and misleading about the reasons for an attendance decline, which the company attributed to hurricanes. The company also argued the shareholder proposal amounts to micromanaging day-to-day operations.



Source link

Continue Reading

Business

Kushner suddenly enters the Paramount–Netflix fight with Saudi billions and a fresh mega-deal

Published

on



Jared Kushner has quietly reemerged as a player in one of the biggest takeover fights in modern Hollywood. Paramount’s audacious, all-cash $108 billion hostile bid for Warner Bros. Discovery, announced Monday, names Kushner’s fully owned private equity firm, Affinity Partners, as one of four outside financing partners backing the offer, alongside the sovereign wealth funds of Saudi Arabia, Abu Dhabi, and Qatar.

Axios first reported the involvement of Saudi and Gulf investment.

The detail is buried in Paramount’s tender offer, with Paramount listing “the Public Investment Fund (Kingdom of Saudi Arabia), L’imad Holding Company PJSC (Abu Dhabi), Qatar Investment Authority (Qatar) and Affinity Partners (Jared Kushner)” as investors who would, under a successful deal scenario, hold non-voting equity and forgo governance rights, including board seats. 

The filing also states that because these investors are structured without such rights, “the Transaction will not be within CFIUS’s jurisdiction,” referring to the Committee on Foreign Investment in the United States. Reports have suggested that WBD’s board opted for Netflix’s deal as it lacked any foreign financing components and therefore faced no issues with CFIUS, a notably opaque and powerful antitrust tool that the government can employ to block controversial mergers.

Both Paramount and Netflix are likely to increase their offers. David Ellison said on CNBC that he told the CEO of Warner Bro’s, David Zaslav, that $30 per share wasn’t the company’s best and final offer.

Kushner’s Middle Eastern ties

Kushner’s inclusion reflects a broader fact pattern: since leaving government, his firm has raised several billion dollars from Gulf investors and has participated in large private transactions involving capital from the same region. In September, his firm joined Silver Lake and Saudi Arabia’s Public Investment Fund in the $55 billion agreement to take Electronic Arts private, the largest private-equity buyout in history. 

WSJ reporting shows Kushner helped connect Silver Lake with PIF leadership earlier in the year as discussions around an EA buyout accelerated. Affinity Partners ultimately took a roughly 5% stake in the transaction, alongside Silver Lake and PIF, which financed the majority of the equity. The EA deal marked the first time Kushner’s fund appeared in a major global technology buyout of that scale, and it involved the same Gulf investors who now appear in Paramount’s financing package.

Kushner has also remained active in Middle East political diplomacy, not just financial. He played a meaningful role in the administration’s recent Israel-Gaza peace effort, brought in because of his involvement in negotiating the Abraham Accords during Trump’s first term, which established diplomatic ties between Israel and several Gulf states including Saudi Arabia. The Gulf state is increasingly opening up, especially with regard to western businesses, as highlighted by Barclays’ confirmation in late October at the Fortune Global Forum in Riyadh that it was relocating its regional headquarters there. Separately at the Fortune Global Forum, Saudi Investment Minister Khalid A. Al-Falih described the breakthroughs occurring under Vision 2030, the kingdom’s economic transformation plan that is roughly nine years old. He said he saw 2025 as a “pivotal moment,” when “the very foundations of global business are being shaken, in a way, and being rewritten before our own eyes.”

The deal took on new political dimensions over the weekend, with President Donald Trump publicly weighing in on Netflix’s agreement to acquire WBD’s studio and streaming assets. Speaking to reporters on Sunday, Trump said the Netflix–WBD deal “could be a problem” because of the combined businesses’ market share, and noted that he expects to be involved in the review process. He also confirmed meeting with Netflix co-CEO Ted Sarandos in the Oval Office shortly before the deal was announced by Netflix, saying Sarandos had made “no guarantees” about the transaction. 

Trump did not confirm the scoop by Bloomberg’s Lucas Shaw, who wrote in his influential entertainment newsletter that Sarandos has been wooing Trump since late November, when he visited Mar-A-Lago. Trump did indicate, however, that he has a good relationship with the Netflix leader, calling Sarandos a “fantastic man” who had played a major role in building Netflix into such a great company. Netflix executives expressed great confidence in regulatory approval on Friday’s call with analysts about their deal, worth $72 billion in equity and about $83 billion including the assumption of debt.

The political plot thickens

The political overtones of the wrangling here are at least worth noting. Paramount was recently acquired by David Ellison, son of longtime Republican donor Larry Ellison, who Trump named as one of several U.S. billionaires to take control of the U.S. assets of TikTok. (Bloomberg’s Shaw reported that Sarandos was interested in the Paramount studio before Ellison acquired it.) Meanwhile, Sarandos is married to Nicole Avant, who was ambassador to the Bahamas during the Obama administration. Netflix co-founder Reed Hastings is a prominent and longtime Democratic donor, although Hastings is now non-executive chairman at Netflix and has been focused on his Powder Mountain resort in Utah, acquired shortly after Fortune’s profile of the resort in 2023.

Paramount explicitly argued that its own proposal carries fewer regulatory risks than Netflix’s. In its filing, the company contends that the Netflix agreement faces significant antitrust hurdles, including a long potential review timeline. Paramount also emphasizes that its outside financing—because it is non-voting—does not trigger CFIUS review, eliminating one additional hurdle of national-security scrutiny.

Trump’s posture toward Paramount, however, has been mixed. Roughly 20 minutes after Paramount launched its hostile offer, Trump explicitly criticized Paramount management over a 60 Minutes segment featuring Rep. Marjorie Taylor Greene, writing on Truth Social that it was “NO BETTER THAN THE OLD OWNERSHIP.” Trump added that “since they [Paramount] bought it, 60 Minutes has actually gotten WORSE!” CBS News and 60 Minutes, as is customary with news organizations, maintain that they have editorial independence from their ownership. Paramount settled a lawsuit brought by Trump over a certain 60 Minutes episode during the 2024 election, paying $16 million in July 2025, shortly before Ellison’s takeover won regulator approval.

Separately on Monday, Larry Ellisontold CNBC that he has had “great conversations” with Trump about the WBD bid, without elaborating. 

Nidhi Hegde, executive director of the American Economic Liberties Project, wrote on X in response to Ellison’s remarks that “the correct option is neither Paramount nor Netflix buy Warner.”

“The president inserting himself in the deal is obviously problematic, regardless of the parties involved,” said Hegde. 

[Disclosure: one of the author’s worked at Netflix from June 2024 through July 2025.]



Source link

Continue Reading

Business

Baby boomers have ‘gobbled up’ the wealth share, leaving Gen Z to wait for Great Wealth Transfer

Published

on



Older Americans may be trading in hustling for retirement, but that hasn’t stopped them from getting richer.

Baby boomers now hold a record high of the United States’ wealth, Apollo chief economist Torsten Slok noted in a Sunday blog post, citing Federal Reserve data. Compared to 1989, when those over 70 years old held 19% of the wealth in the household sector, older Americans now own 31% of the wealth.

That chunk of change is an outsized share compared to other generations. Baby boomers, who make up about 20% of the U.S. population, hold more than $85 trillion in assets, according to Fed data. By comparison, millennials, who make up about the same percentage of Americans, hold just about $18 trillion, roughly one-fifth that of baby boomers. 

Older Americans’ financial success is in especially stark comparison to that of Gen Z, a generation with deep skepticism about the economic future, who feel shut out from entry-level jobs amid the rise of AI, with many sinking into credit card debt as they struggle to repay student loans. As of last year, the young generation had only $6 trillion in wealth, despite making up the same percentage of the population as their baby boomer and millennial counterparts.

“The baby [boomer] generation has really gobbled up a huge share of household wealth, so it’s left a lot less for other age cohorts,” Edward Wolff, professor of economics at New York University, told Fortune.

Baby boomers’ good timing

America’s septuagenarians were raised by parents who came of age during the Great Depression and learned the hard way the lessons of frugality and the importance of saving money. But the baby boomer generation owes a great deal of their financial security to the stars aligning during their formative years.

In the 1970s when many baby boomers entered the housing market, inflation surged, making buying a home an appealing investment. As home values soared in the following decades, so, too, did the generation’s equity. The older generation has also been boosted by stock ownership, with baby boomers holding 54% of stocks worth more than $25 trillion, according to an early 2025 analysis of Fed data by The Motley Fool. Millennials owned about 8% of stocks worth $3.9 trillion.

But Gen Z, who may be following baby boomers’ lead in stock market investments, have not shared the same good fortune in the housing market. Housing supply has been low since the 2008 recession, exacerbated by sky-high mortgage rates, which disincentivized home sales and contributed to exorbitant home prices.

As a result, 2025 saw a 21% drop in the share of first-time homebuyers, and the age of those buyers reached a record high of 40 years, according to November data from the National Association of Realtors, leaving Gen Z to wait a little longer for the keys to their first homes. A March Redfin report found today, just 33% of 27-year-olds own their homes compared to 40% of baby boomers who owned their homes when they were the same age.

“They weren’t able to enjoy the big appreciation of house prices to the same extent as baby boomers,” Wolff said.

Gen Z’s silver lining

Gen Z may be facing generation-defining economic challenges, but there’s hope for them yet. Pew Research Center data from 2024 indicates Gen Z may actually be in better financial shape than young people in past generations: In 2023, Zoomers made a median pay of about $20,000, adjusted for inflation. In 1993, 18-to-24-year-olds made about $15,000. Income growth finally outpacing home price growth may also be a silver lining for prospective home buyers.

But part of the equation of Gen Z’s relatively paltry share of wealth is simply because they haven’t had as much time to acquire it, Michael Walden, professor emeritus of economics at North Carolina State University, told Fortune.

“It makes logical sense that older people will accumulate greater percentages of wealth at any point in time because they’ve had more years to invest and reap the returns of their investments,” Walden said.

Beyond just more time, Gen Z will indirectly benefit from the investments made by their parents and grandparents as they await the Great Wealth Transfer that promises to distribute, by some estimations, $124 trillion in inheritance to the younger generations. Just this year, 91 heirs inherited a record $297.8 billion, according to the UBS Billionaire Ambitions Report, a 36% increase from last year.

Walden said the Great Wealth Transfer is coming, but Gen Z and millennials shouldn’t rely on the death of a loved one to begin their wealth acquisition journey in earnest.

“It’s hard to target when that’s going to come, so I would argue to any young person that I would be talking to, have a plan, be consistent with the plan,” he said.



Source link

Continue Reading

Trending

Copyright © Miami Select.