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Speaker 1: Bloomberg Audio Studios, podcasts, radio news. We are pleased to

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Speaker 1: welcome our TV and radio audiences worldwide as we joined

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Speaker 1: here in New York. By Robin Denholm, Chair of Tesla's

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Speaker 1: Board of Directors in New York, meeting with shareholders, key

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Speaker 1: institutional shareholders of Tesla. Chris, there's a pay package that

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Speaker 1: many have been analyzing that will keep from your perspective.

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Speaker 1: Elon Musk in the driving seat and CEO of Tesla.

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Speaker 1: Who are you meeting with and what thus far has

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Speaker 1: been the response been to this pay package that could

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Speaker 1: see Elon paid as much as a trillion dollar.

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Speaker 2: Swapny, Well, thank you for having me today. Yes, as

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Speaker 2: part of our annual shareholder meeting, I meet with the

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Speaker 2: top investors in Tesla on the institutional side, and obviously

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Speaker 2: also talk to retail investors through forums like this this

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Speaker 2: morning to encourage everybody to vote, but also to answer

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Speaker 2: any questions that they have. From a board perspective, we

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Speaker 2: really like to engage with our shareholders, understand their questions,

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Speaker 2: their concerns, their optimism for the future, and so it's

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Speaker 2: a really important part of the process we go through

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Speaker 2: on a quarterly basis, but also with the proxy on

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Speaker 2: an annual basis as well.

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Speaker 1: So the initial feedback is it one of optimism around

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Speaker 1: the pay package. We've heard from Glass Lewis from ISS,

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Speaker 1: which have said they're not in agreement with the way

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Speaker 1: in which the pay package is thus formed. The key

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Speaker 1: concern seems to be the sheer amount of money going

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Speaker 1: to Elon Musk if indeed he achieves all of those

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Speaker 1: key milestones. But for you, it's about and for Elon influence,

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Speaker 1: it seems like, so how are you managing to discuss

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Speaker 1: that with the investors, institutional and retail.

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Speaker 3: Yeah.

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Speaker 2: So, firstly, it is a performance package, so he gets

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Speaker 2: nothing if he doesn't perform against the pretty audacious milestones

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Speaker 2: that are a part of the performance criteria that's been

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Speaker 2: outlined by the board in the performance package. So I

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Speaker 2: think rather than compensation, it's actually about the performance and

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Speaker 2: the goals that we have for the company as we

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Speaker 2: move forward. And so for me, it really is about

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Speaker 2: making sure that investors understand that that they actually get

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Speaker 2: paid if he hits the master and before he will.

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Speaker 2: But to your point, it is about voting influence. Elon's

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Speaker 2: been very public, including on last week's earnings call, about

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Speaker 2: the fact that it's around the voting influence that he

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Speaker 2: can have in future shareholder meetings as opposed to the

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Speaker 2: economic interests of the shares that he would get as

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Speaker 2: part of the performance plan.

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Speaker 3: Robin, good morning from Washington, d C. You've acknowledged that

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Speaker 3: there is a very real risk that Elon leaves if

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Speaker 3: the vote is a no. This question we get most

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Speaker 3: often from from shareholders to you is what's the plan

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Speaker 3: be Either is there a plan B as a different

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Speaker 3: person stepping up, or have you discussed with Elon the

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Speaker 3: idea that it will result in a no vote and

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Speaker 3: that you can use some kind of bridging mechanism another

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Speaker 3: interim pay award for example.

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Speaker 2: Well, he's been quite public in terms of the implications

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Speaker 2: of a no vote being on his leadership as well

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Speaker 2: as on the obviously on the performance plan itself, and

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Speaker 2: so from our perspective as a board, we we obviously

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Speaker 2: take our phoduci responsibilities really seriously to all shareholders and

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Speaker 2: having you know, a succession plan, you know, those types

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Speaker 2: of things are things we've discussed on an ongoing basis,

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Speaker 2: particularly you know, if something unto world were to happen.

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Speaker 2: So from our perspective, succession planning is an important part,

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Speaker 2: and so much so that we've actually baked in an

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Speaker 2: orderly succession plan, a plan for a plan, if you like,

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Speaker 2: as part of this performance plan. So the last two

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Speaker 2: tranches of the performance plan are unlocked by having a

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Speaker 2: robust performance plan, that sorry succession plan that Elon would

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Speaker 2: be part of.

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Speaker 3: If Elon Musk walks away from Tesla on November sixth

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Speaker 3: or seventh because of a no vote, is there a

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Speaker 3: contingency where there is an individual already within Tesla or

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Speaker 3: an individual outside of Tesla that is lined up as

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Speaker 3: a near term option.

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Speaker 2: Yeah. So from our perspective, the most important thing at

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Speaker 2: this point in time is making sure that we're explaining

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Speaker 2: all of the items on the shareholder agenda for the

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Speaker 2: annual share holder meeting, making sure that institutional investors retail

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Speaker 2: investors have their questions answered. That's our most important thing

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Speaker 2: right at this point, and we.

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Speaker 3: Are only Robin. That is their question. Who's the backup

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Speaker 3: plan is the question that they're asking you.

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Speaker 2: Well, there is no other person that is Elon. We

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Speaker 2: think that he is the right leader for the company

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Speaker 2: over this next decade and delivering the plan and the

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Speaker 2: opportunities ahead of us. So it's about how do we

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Speaker 2: create the most value for the company and for our

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Speaker 2: shareholders over this next period of time, and he is

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Speaker 2: the right leader for us over this next decade.

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Speaker 1: Can you give me a sense of probability if the

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Speaker 1: vote is no? What probability Elon walks?

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Speaker 2: So right, at this point in time, it's too early

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Speaker 2: to actually make a call on the outcome. Most investors

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Speaker 2: wait to the last minute to vote, so we're still

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Speaker 2: early in that cycle, which is one of the reasons

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Speaker 2: why I'm in New York to meet with our institutional investors,

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Speaker 2: and we will get a better sense, you know, as

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Speaker 2: the votes come in. And some institutions are more public

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Speaker 2: than others in terms of how they're going to vote.

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Speaker 2: So yesterday there was a public announcement by the pension

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Speaker 2: fund in Florida, and so other investors will start to

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Speaker 2: make their votes public as well.

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Speaker 1: But if it's no, the probability that Elo goes.

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Speaker 2: Well, time will tell. But he's been very, very public

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Speaker 2: in terms of you know, it would be more of

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Speaker 2: a say on his leadership over this period of time,

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Speaker 2: not just about the performance plan itself. In terms of

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Speaker 2: a no vote.

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Speaker 3: Yeah, Robin, you've been generous with your time. You know,

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Speaker 3: we've already spoken with you in September at length about

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Speaker 3: the goals that you've set for Elon Musk. But one

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Speaker 3: of the things that came out of that from again

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Speaker 3: the shareholder base, is why are the energy products not

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Speaker 3: as strictly mandated to Elon When you consider the earnings

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Speaker 3: that just posted. That was a growth driver. It's such

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Speaker 3: a key part of Elon Musk's master Plan Part four

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Speaker 3: and this abundance that he's going after. So why didn't

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Speaker 3: you include energy products as a stated goal?

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Speaker 2: Yeah, so there are many different goals that we looked at.

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Speaker 2: Energy is an important part of the Tesla product line

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Speaker 2: up today and in the future, and you can see

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Speaker 2: the impact that energy is having not only on the results,

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Speaker 2: but also on the transition to sustainable energy longer term.

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Speaker 2: So it is embedded in the plan the ebitter goals

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Speaker 2: that we have as a company. You can't get there

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Speaker 2: without a robust energy outcome. And so again, if you

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Speaker 2: look at the results of last week, energy contributed very significantly,

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Speaker 2: and to get to four hundred billion dollars of adjusted

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Speaker 2: ebitter as a monumental task for anybody out there at

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Speaker 2: least to my knowledge, is at that sort of level.

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Speaker 2: And so even the first ebit of goals at fifty

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Speaker 2: billion dollars is nearly three times our highest bitter goals

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Speaker 2: that we've had, So from our perspective, it is absolutely

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Speaker 2: embedded in the goals. To your point, it's not a

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Speaker 2: specific line item in terms of the revenue or the

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Speaker 2: units or the killer watts of energy or megawats of

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Speaker 2: energy that are out there, but it is implicit in

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Speaker 2: the plans, and the master Plan for you know, talks

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Speaker 2: about that as well in terms of getting to sustainable abundance.

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Speaker 3: Robin has the special committee and the advisors that you

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Speaker 3: took on discussed the use of interim awards in the

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Speaker 3: event of the no votes and how you might replicate

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Speaker 3: what you did already.

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Speaker 2: Well, there's an important other measure on the board as well,

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Speaker 2: proposal in terms of increasing the the share pool that

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Speaker 2: we have. Firstly for our employees. As you know, we're

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Speaker 2: in a talent wall at the moment, particularly around AI talent,

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Speaker 2: and adding to the employee reserve as part a of

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Speaker 2: that to actually increase the amount of equity that we

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Speaker 2: have for our employee program. But secondarily we've also asked

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Speaker 2: shareholders to add to the pool in the event that

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Speaker 2: we need to award an amount to elin to compensate

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Speaker 2: for the twenty eighteen plan, because, as you know, we

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Speaker 2: put an intram award for roughly one third of what

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Speaker 2: he earned under the twenty eighteen plan. Given the appeal

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Speaker 2: that is ongoing in Delaware at the moment, so we

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Speaker 2: have not ruled that out. The special Committee was charged

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Speaker 2: with looking at all matters compensation wise. As you're aware, August,

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Speaker 2: we did actually award an interim award which does have

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Speaker 2: a two year vesting period and it is forfeited if

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Speaker 2: we win the appeal in Delaware for the twenty eighteen

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Speaker 2: compensation program.

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Speaker 1: It does seem then to be about money, and I'm

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Speaker 1: interested as to how you continue to You've made very

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Speaker 1: clear it's about influence as well. Some of the feedback

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Speaker 1: has been just a gargantuan amount that could go to

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Speaker 1: Elon in terms of monetary value, but then others are

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Speaker 1: worried about the dilution to other shareholders. How was it

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Speaker 1: in just no way possible to give him more voting

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Speaker 1: rights without the one trillion dollar mega money bonus.

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Speaker 2: It feels like, yeah, I mean we looked at many

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Speaker 2: different instruments to be able to award equity that had

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Speaker 2: voting rights versus the economic value, and it's just not

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Speaker 2: possible once a public company has gone public to introduce

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Speaker 2: a special class of voting shares. Other companies have that.

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Speaker 2: If you look at some of the tech companies, they

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Speaker 2: have two classes and founder shares if you like, or

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Speaker 2: special voting rights exist. But for Tesla, that wasn't implemented

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Speaker 2: at the time that we actually went public, and therefore

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Speaker 2: we weren't able to use that type of instrument. But

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Speaker 2: what we were able to do was to bifurcate the

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Speaker 2: voting rights versus the economic rights. And so under the plan.

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Speaker 1: The first.

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Speaker 2: All the awards have voting rights that are earned first,

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Speaker 2: and then the economic rights happen, you know, seven and

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Speaker 2: a half years later in the first instance, or ten

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Speaker 2: years later. So it really isn't about the economic or

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Speaker 2: monetary value. It's more about the voting rights. And if

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Speaker 2: there was a different mechanism that was available to us,

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Speaker 2: we may have used that, but we had many experts

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Speaker 2: look at it over an extensive period of time, and

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Speaker 2: we were not able to come up with something that

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Speaker 2: would enable us to do that.

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Speaker 1: We asking who had Robin Dunholm, chairperson of the TASLA

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Speaker 1: Board of Directors, of course, and Robin. What's so interesting

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Speaker 1: is Elon's made very clear why he wants influence, and

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Speaker 1: in the Earning School, who is saying he's worried about

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Speaker 1: this army of robots that he is creating and they're

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Speaker 1: not having the influence if something went untoward. His concerns

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Speaker 1: about AI have been well documented, But why is he

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Speaker 1: the right person to have influence, to have more than

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Speaker 1: twenty twenty five percent vote in control?

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Speaker 2: I think there's not another person on the planet that

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Speaker 2: has the skill set that Elon has, both in terms

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Speaker 2: of the manufacturing prowess that we've developed and he has

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Speaker 2: developed over many years, but also around AI, that confluence

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Speaker 2: of those technology skills. I think there are very few

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Speaker 2: people that have that, and therefore, obviously, looking at the

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Speaker 2: risks associated with new technologies andology and risks that haven't

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Speaker 2: even yet emerged around those tech knowledgies, I think he

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Speaker 2: is the right person not only to take advantage of

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Speaker 2: the opportunities for the company ahead of us, but also

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Speaker 2: to make sure that there are not the pitfalls of

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Speaker 2: new technologies.

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Speaker 3: That could happen.

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Speaker 2: Obviously the board plays a role in that as well,

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Speaker 2: and as from a governance perspective, looking at the types

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Speaker 2: of evil that could be done with different types of

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Speaker 2: technology is part of our purview as well, and it

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Speaker 2: is why we have such a phenomenal board with the

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Speaker 2: skill sets that we have, both from a technology perspective

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Speaker 2: but also from a governance perspective, and so we play

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Speaker 2: a role. But obviously the CEO the management team play

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Speaker 2: an even bigger role on safeguarding companies and safety is

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Speaker 2: a huge priority of ours as a company, and so

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Speaker 2: when you're developing new technologies and technologies that other people

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Speaker 2: have not yet developed globally, it is important to make

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Speaker 2: sure that you have the right framework in place.

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Speaker 3: Robin final question from the shareholder base is did the

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Speaker 3: situation around the twenty eighteen package Chancery Delaware situation mean

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Speaker 3: that the board had to hold off on authorizing any

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Speaker 3: other investments or big strategic shifts.

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Speaker 2: No, I don't think so. I mean, obviously we take

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Speaker 2: into account a whole bunch of factors as we're working

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Speaker 2: through strategy and different alternatives the company has ahead of us,

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Speaker 2: but clearly the Delaware situation was disruptive, but not disruptive

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Speaker 2: from a strategic point of view. Making sure that we

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Speaker 2: have an eye on the future and the evolution of

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Speaker 2: the company over the long term, I think is something

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Speaker 2: the board is focused on, but also something the management

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Speaker 2: team is focused on.

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Speaker 3: Robin Dunholm, Chair of Tessa's Board, Thank you very much.

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Speaker 2: Thank you