Activist firm flays Tesla, seeks board rejig

Bloomberg

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.
“Tesla has failed to hit critical production milestones and has consequently seen its past progress towards profitability sharply reverse,” Dieter Waizenegger, CtW’s executive director, writes in a letter the firm plans to file on 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.”
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.
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.