Big Tesla investor will vote against Musk's massive pay package

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Norway's sovereign wealth fund, one of Tesla's biggest investors, said Tuesday that it will vote against a proposed compensation package that could pay CEO Elon Musk as much as $1 trillion over a decade.

There will be more than a dozen company proposals up for a vote Thursday during Tesla's annual meeting, but none have generated more division than Musk's potentially massive pay package.

“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,” said Norges Bank Investment Management, which manages the country’s Government Pension Fund Global. “We will continue to seek constructive dialogue with Tesla on this and other topics.”

The fund has a 1.16% stake, the sixth largest holding among institutional investors.

Baron Capital Management, which holds about 0.4% of Tesla's outstanding shares said Monday that it will vote in favor of the compensation package.

“Elon is the ultimate “key man” of key man risk. Without his relentless drive and uncompromising standards, there would be no Tesla,” wrote founder Ron Baron. “He has built one of the most important companies in the world. He’s redefining transportation, energy and humanoid robotics and creating lasting value for shareholders while doing it. His interests are completely aligned with investors.”

Musk is the company's largest investor, holding 15.79% of all outstanding shares.

Tesla management has proposed a compensation arrangement that would hand Musk shares worth as much as 12% of the company in a dozen separate packages if the company meets ambitious performance targets, including massive increases in car production, share price and operating profit.