ISS said that directors have received “outlier levels of pay without a compelling rationale” and that there is no explanation as to why the magnitude of option awards is “so much larger than director compensation at peer companies.”
“Tesla’s non-employee directors are highly compensated as compared to directors at companies in the same GICS sector and index or indeed as compared to directors of even the largest U.S. public companies,” ISS said.
“Directors Robyn Denholm and Hiromichi Mizuno received total compensation of $5.76 million and $9.23 million, respectively, while outgoing director Antonio Gracias received compensation of $1.19 million,” according to the report.
“In each case, the vast majority of this compensation came in the form of stock option grants valued by the company at $5.63 million for Denholm, $9.21 million for Mizuno and $1.16 million for Gracias.”
