Investor group urges Tesla to seek board members independent of Elon Musk

Five institutional investors, including the California State Teachers’ Retirement System (Calstrs), the Connecticut Retirement Plans and Trust Funds,  and CtW Investment Group, have signed a letter to Tesla director Antonio Gracias urging the company to seek board members that are independent of Elon Musk.

In addition to expanding the size of the Tesla board to include two new members that do not have ties with Musk, the group which manages a combined $721 billion in assets – Caslstrs is the second largest pension fund in America – is also advocating for annual elections for all board members. Presently, only one third of the directors are elected each year. Calstrs is one of the founders of Investor Stewardship Group, which includes several other major investors such as BlackRock Inc., State Street Corp., Vanguard Group, and T. Rowe Price Group. In January, that group formulated a new policy position that supports annual elections for all board members as a way of increasing the accountability of directors to shareholders.

The influential group of investors argue that “Directors should be held to a higher standard of independence given the conflicts of interest that permeate this board.”, according to a report by Bloomberg. “A thoroughly independent board would provide a critical check on possible dysfunctional group dynamics, such as groupthink.”

Less than 11% of S&P 500 companies have staggered board elections today. In 2011, almost a third of them did according to governance data provider Equilar. Last year, 10 proposals seeking declassified boards received approval from 80% support from shareholders according to data compiled by Fundvotes.com.

“As companies grow up and mature, they need to have governance practices that reflect that,” Philip Larrieu, an associate portfolio manager for Calstrs, said in a phone interview via Bloomberg. “When the stock is doing well, the argument is ’we don’t need to make changes, we are doing well.’ But we will push for these changes regardless of the stock price.” The statement by Calstrs comes at a time when Tesla stock continues to reach all-time highs, surging to over 40% gains in this year alone. Tesla has become the largest U.S. automaker, beating General Motors in market capitalization.

Today, Tesla’s board is made up of Musk; his brother, Kimball;  Gracias, who is the founder of a private equity firm and a director at SpaceX; Ira Ehrenpreis, a venture capitalist and SpaceX investor; Brad Buss, a former SolarCity chief financial officer; Steve Jurvetson, a venture investor and SpaceX director; and Robyn Denholm, the chief operating officer of Telstra Corp., Australia’s largest telecommunications company.

Musk is the largest Tesla shareholder and holds a stake worth approximately 21% of the company, according to data compiled by Bloomberg. Gracias is the sixth largest shareholder with a 3.75% stake.

A Tesla spokesperson has responded to the letter send to the company, citing “We are actively engaged in a search process for independent board members, which is something we committed to do several months ago, and expect to announce new additions fairly soon”. The Silicon Valley-based electric car maker and energy company added, “We regularly engage with our shareholders and value their feedback.”

“Getting independent people on the board is important in terms of holding management accountable,” Etelvina Martinez, the corporate governance manager at CtW Investment Group, which also signed the letter, said in a phone interview. “Shareholders need to be able to hold management accountable. While the stock price is doing extremely well, there are still concerns about corporate governance.”

Some of the concerns raised in the letter go back to last year’s acquisition of SolarCity by Tesla. Despite Musk’s assurances that the merger was good for both companies, there was concern over the financial health of such an acquisition. “If Tesla truly wants to be forward thinking, then it needs to embrace accountability and it needs to welcome diverse, independent opinions into its boardroom,” New York City Comptroller Scott Stringer told Bloomberg. “Strong performance doesn’t insulate Tesla from accountability.”

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