Tesla (TSLA) shareholders are answering a $56 billion question today at their annual meeting: Should Elon Musk's record pay package be reinstated after a Delaware judge struck down a previous one?

“I’m voting yes unenthusiastically; I’m voting yes out of principle,” early investor Ibrahim AlHusseini told Yahoo Finance. Personal feelings aside, he said Tesla should honor the 2018 package that was tossed.

“That was the deal. Elon hit the milestones, so he should get his compensation.”

AlHusseini, founder of VC firm FullCycle, invested in the electric vehicle company in a Series C funding round in 2006. AlHusseini said he steadily sold off a majority of his position in the decade that followed.

"We rode the shares through a trillion-dollar valuation. A lot of wealth got created, and his compensation was set by the board,” AlHusseini added, though he thinks most of his peers will vote no this time.

But retail investors currently own around 40% of Tesla stock, and Musk claims they support his pay. Last weekend, the billionaire posted on X, formerly known as Twitter, that “roughly 90% of retail shareholders who have voted” have voted in favor of the package, adding that “public sentiment is unequivocally supportive.”

“Watching Elon trying to whip up retail enthusiasm over Twitter, I personally find that unbecoming of a half-a-trillion-dollar company,” AlHusseini said.

The pay package, comprised of options, was originally valued at up to $56 billion but is now worth roughly $46 billion due to a fall in Tesla's market capitalization. Musk, who currently owns 12.9% of Tesla, will have a 22.4% stake if the package is restored.

Top institutional shareholders BlackRock (BLK), Vanguard, State Street (STT), Geode Capital, and Capital Research, who collectively control 17% of the vote, have not publicly announced their decision.

However, Baron Capital, Altimeter, and Ark Invest have said they will vote in favor of it.

On the other side, Norges Bank Investment Management, Glass Lewis, Institutional Shareholder Services, California Public Employees' Retirement System, and California State Teachers' Retirement System have said that the proposed amount qualifies as overcompensation.

Ross Gerber, who co-founded investment firm Gerber Kawasaki, voted yes in 2018 but is going with a no this time.

“I think CEOs should have a lot more incentive-based pay based on the actual performance of the company, not just the stock price," Gerber told Yahoo Finance. "That’s the issue. Elon has every incentive to pump the stock price, but now that the performance has faltered, he hasn’t suffered from that.”

Gerber started investing in Tesla in 2014 and his firm holds 332,000 shares as of March 31.

“For a legitimate business operation, I believe the Tesla board of directors is the most conflicted, least independent, and most incapable board of directors in the history of business,” Gerber said. “There is no board of directors that's done a greater disservice to a company. And this pay package is an example of that negligence.”

New York City comptroller Brad Lander, whose office oversees the city's public pension funds, is voting against the plan. Earlier this month, Lander wrote an open letter urging other shareholders to also reject the pay package.

"We've been raising concerns since 2018, and it's gotten worse. Two independent board members left the board because they weren't able to meet their obligations," Lander told Yahoo Finance. "You just can't let a distracted billionaire make up his own rules."

The city's pension fund owns 3.4 million shares of Tesla.

In a letter sent to shareholders earlier this month, Tesla chairperson Robyn Denholm implored investors to support the pay package because it will incentivize Musk to keep focusing on the automaker. Musk also has stakes in X, SpaceX, Neuralink, and the Boring Company.

“He already spends more time on his side projects,” AlHusseini said. “Cybertrucks have flopped. There’s 50,000 cars sitting at Tesla unsold. The only reason the stock is still at around $170 is because retail investors are hoping for some long-term robotic AI to save the company.”

The shareholder meeting will take place on Thursday afternoon. In 2018, Tesla’s board won approval for Musk’s pay package with a 73% vote.

In a tweet overnight, Musk said that the measure had the support it needed to pass.

"That's not how the votes are supposed to be counted and made public," Lander said. "Some shareholders are still voting ahead of the meeting. It's just more evidence of the failure of corporate governance at Tesla."

Shares of Tesla have slumped more than 30% this year amid sliding margins and car sales. The voting results from mid-size and retail investors will reveal the strength of the cult of Musk and what shareholders think of the long-term prospects for Tesla.

Yasmin Khorram is a Senior Reporter at Yahoo Finance. Follow Yasmin on Twitter/X @YasminKhorram and on LinkedIn. Send newsworthy tips to Yasmin: yasmin.khorram@yahooinc.com

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