OSLO (Reuters) -Norway's sovereign wealth fund, the world's largest, said on Tuesday it would vote against ratifying Tesla CEO Elon Musk's proposed compensation package, containing shares worth up to $1 trillion, at an annual general meeting this week.
Investors in the electric-vehicle maker will decide on November 6 whether to approve the package, likely the largest-ever CEO compensation agreement, which critics have called excessive.
Tesla's board is pushing for shareholders to approve the plan,
with Chair Robyn Denholm warning last week that Musk could leave the company if the deal is rejected.
While the package could grant stock worth up to $1 trillion over 10 years, the cost of those shares at the time of the award will be deducted, making the value to Musk slightly lower, at up to $878 billion, according to a Reuters analysis.
"While we appreciate the significant value created under Mr. Musk's visionary role, we are concerned about the total size of the award, dilution, and lack of mitigation of key person risk- consistent with our views on executive compensation," Norges Bank Investment Management said on its website.
The fund, Tesla's seventh-biggest owner with a 1.12% stake worth $17 billion, also voted "no" to Musk's previous compensation plan, which was originally worth up to $56 billion, drawing a sharp response from the CEO, who turned down an invitation to a conference in Oslo.
NBIM on Tuesday also said it will vote against two out of three Tesla directors who are up for reelection.
The $2.1 trillion Norwegian fund also said it would vote against Tesla's proposed general stock compensation plan, which is intended for all employees and can also be used by the board to benefit Musk.
Tesla says its CEO will earn "nothing" unless the company's market value grows substantially and that the maximum award is only paid if the group reaches several milestones, most notably a market value of $8.5 trillion, a near six-fold increase.
Yet Musk could still reap tens of billions of dollars without meeting many of those targets, according to experts in executive pay, company valuations, robotics and automotive trends.
(Reporting by Terje Solsvik; Editing by Joe Bavier)
