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ADMIN 2018. 05. 23.  
   제목: Tesla Urged to ‘Raise Its Game’
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Tesla Urged to ‘Raise Its Game’

By Dana Hull
May 9. 2018

CtW opens campaign against the re-election of three directors

Investor criticizes board members’ Musk ties, track records

An activist firm representing Tesla Inc. shareholders has excoriated the electric-car maker, claiming that it’s veered off the path to profit and urging a major overhaul of the Elon Musk-led board.

CtW Investment Group, working with union pension funds that are Tesla investors managing more than $250 billion, opposes the re-election of three board members who are up for votes during Tesla’s June 5 annual meeting. The firm calls for shareholders to cast ballots against Antonio Gracias, a private-equity investor and Tesla’s lead independent director; Kimbal Musk, Elon’s brother; and James Murdoch, CEO of Twenty-First Century Fox Inc.

From left, Tesla directors Antonio Gracias, Ira Ehrenpreis, Brad Buss, Robyn Denholm and Steve Jurvetson.
Source: Steve Jurvetson/Tesla Motors via Flickr https://creativecommons.org/licenses/by/2.0/

“Tesla has failed to hit critical production milestones and has consequently seen its past progress toward profitability sharply reverse,” Dieter Waizenegger, CtW’s executive director, writes in a letter the firm plans to file Wednesday with the Securities and Exchange Commission. “But instead of recognizing the need for independent and effective board leadership, Tesla has re-nominated three directors who exemplify the company’s failure to evolve.”

Tesla’s Board Keeps Facing Investor Grievances: QuickTake Q&A

The letter escalates long-held criticisms of a board that CtW and several investors have faulted for being beholden to Musk, Tesla’s chief executive officer. The company has burned through almost $4 billion during the past year while scaling up operations for the Model 3, intended to be its first mass-manufactured car. The sedan has missed several production targets and stoked concerns about whether the company has enough cash.

Wide-Ranging Concerns

While praising Tesla as a “successful innovator with an environmental mission,” CtW’s Waizenegger writes that the company’s prospects for continued success are “more tenuous than ever” and that the board needs to “raise its game.”

The wide-ranging letter raises concerns with matters including Musk’s combative earnings call with analysts last week, safety issues at Tesla’s California assembly plant, fatal crashes involving the driver-assistance system Autopilot and litigation related to the company’s controversial acquisition of SolarCity Corp.

“In response to these considerable financial and operational challenges, the Tesla board has been unduly deferential toward Chairman and CEO Elon Musk,” Waizenegger writes. “Mr. Musk’s peripatetic focus -- he is also CEO of SpaceX, a proponent of the hyperloop, and apparently about to start a candy company -- is exacerbated, rather than contained, by a board most of whose members have family or non-Tesla ties to him, lack industry experience, and have no track record of effective independent board service at a public company.”

Gracias, a Tesla director since 2007, has both personal and professional ties to Musk, 46. The founder of Valor Equity Management invested in Paypal Inc., which Musk co-founded, and participated along with Valor in funding rounds and a debt raise that Tesla conducted before its 2010 initial public offering. Musk gave Gracias the second Roadster sports car that the company built. He’s also on the board of Space Exploration Technologies Corp.

“The lead independent director should be leading a process of renewing and modernizing the board by recruiting well-qualified, diverse, and independent directors with a combination of industry and governance experience,” Waizenegger writes. “Given his longstanding conflicts, we see no likelihood that Mr. Gracias will change course and initiate this long overdue process.”

‘Inexplicable’ Nomination

CtW also knocks Tesla for re-nominating Kimbal Musk, 45, who lacks relevant industry experience or “a track record of effective public company board service,” according to Waizenegger. He became director of Chipotle Mexican Grill Inc. in 2013, and shareholders rejected the company’s executive compensation plan the next year. The stock slumped during a prolonged food-safety crisis.

“We would find it inexplicable if Tesla were anything like a well-run public company,” Waizenegger said of Kimbal Musk’s re-nomination.

CtW was among the group of influential investors that pressed Tesla in April 2017 to add new directors who didn’t have ties to Elon Musk, citing concerns about the lack of independence on the board. The carmaker named longtime media executives James Murdoch, the son of News Corp. Executive Chairman Rupert Murdoch; and Linda Johnson Rice, chairman of Johnson Publishing Co.

Waizenegger listed scandals involving companies James Murdoch managed, including News Corp.’s phone-hacking episode and Twenty-First Century Fox’s sexual harassment lawsuits. Murdoch doesn’t appear to have any experience in manufacturing or engineering, Waizenegger writes.

“Given that the simultaneous appointment of Linda Johnson Rice added significant media experience to the board,” Waizenegger writes, “it is not clear why Tesla would need two directors with media but not automotive backgrounds.”

Track Record

CtW has organized campaigns to vote against directors previously over a lack of independence and diversity, including at Urban Outfitters Inc. and Tiffany & Co. last year. At Urban Outfitters’ meeting last May, as many as two-thirds of outside shareholders voted against a director the firm opposed, and investors including Norges Bank and CalSTRS joined CtW in opposition. The shareholder response at Tiffany’s was more muted, but the company has since named a new CEO and new chairman.

Waizenegger describes Tesla’s board as “a holdover” from the company’s earliest days, when the carmaker was a private company under Musk’s control.

“Now that Tesla’s IPO is eight years in the past, a modernization of the Tesla board is long overdue,” he writes.

Selected articles from Bloomberg

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