Note: Nia sold Tesla shares from all client portfolios over 2 years ago in March and April of 2022. We retain enough shares in a non-client portfolio to continue our work and corporate engagement. After meeting and speaking with so many employees suffering from discrimination and a difficult work environment, we will continue to use our investor voice and leverage to do all we can to advocate for best human capital management practices.
Shareholder engagement is an integral part of Nia’s investment and due diligence strategy. Nia’s active ownership approach serves to hold companies accountable for their actions, which we believe can help safeguard investments and improve corporate social responsibility. These strategic communications also allow us to better understand company dynamics. As an activist investor, Nia founder and Chief Investment Officer Kristin Hull is committed to encouraging responsible and sustainable business practices that she believes could contribute to reduced portfolio risk and increased long term return on investment. Nia seeks to engage with each of the companies within our portfolios on environmental and social justice issues and use our investor voice for change in areas that we identify as material.
As leaders in company engagement on climate, social, and racial equity, Nia’s shareholder activism is one of the ways that Nia is differentiated from other investment firms. Our portfolios are constructed to hold stocks of companies leading in the transition to the next, just, and sustainable economy. Knowing no company is perfect, we seek to engage with our portfolio holdings, encouraging them to become even better—by writing letters, making phone calls, and meeting on video calls and in person with employees, management, investor relations and human resource teams, as well as filing shareholder resolutions with the SEC. Nia has led and filed dozens of shareholder resolutions with companies concerning sustainability, diversity and inclusion and human capital management issues.
A Look at Nia’s Engagement with Tesla
In looking at how Nia approaches this work, Tesla provides an interesting, ongoing example. Tesla offers investors a vision for a future with a reduced reliance on fossil fuels. This future of electrification is one in which Nia is eager to invest. Unfortunately, despite its environmental promise, Tesla’s operations have significant human capital management challenges. A number of very serious allegations have been made about race discrimination at the company.
These allegations are not only abhorrent from a justice perspective, we believe they undermine Tesla’s ability to successfully execute on its environmental promise. Multiple data points indicate that companies with diverse teams perform better in various ways.¹
In addition, Tesla’s influential founder Elon Musk has exhibited unacceptable behavior, such as recent anti-semitic comments, with the potential to negatively impact employees, customers, Tesla’s brand, and shareholder investments. In addition to Elon’s decision making, Tesla’s board composition also raises governance issues and further underscores why shareholders have concerns.
Nia has taken a thorough and proactive approach with Tesla from the start. Tesla’s use of mandatory arbitration in employee contracts has been a concern. Arbitration limits employees’ remedies for wrongdoing, may keep manager misconduct secret, preclude employees from suing in court when discrimination and harassment occur, and prevents employees from learning about shared concerns. Tesla’s use of arbitration undermines investors’ ability to understand its corporate management practices and level of commitment to a diverse and inclusive workplace.
2019
In October, 2019, supported by our long-time partner and external consultant, Whistle Stop Capital, Nia sent Tesla a letter introducing ourselves and asking for a meeting to discuss Tesla’s workplace practices. There was no response to this letter nor to an additional follow-up letter in November 2019.
Nia knew that, even if Tesla did not immediately change its practices, escalating our concerns publicly by putting a shareholder resolution in front of Tesla’s other investors could still move forward our broader social justice goals.
Owners of public stocks in companies valuing at least $2000 have the right, under the rules of the Securities and Exchange Commission (SEC), to file resolutions (also called “proposals”) to be voted on by shareholders at the companies’ annual general meetings (AGMs). The resolution containing the request and the company’s response to the request are published in the proxy statement and shared with all investors. This strategy forces the company to develop an “on the record” statement about their approach to an issue.
With this broader educational goal in mind, given its lack of response to our letters, in December, 2019, we chose to file a shareholder resolution asking for a Board-level review of the company’s requirement that employees arbitrate their harassment and discrimination claims.
The shareholder resolution requested that:
“Shareholders of Tesla, Inc. (“Tesla”) ask the Board of Directors to oversee the preparation of a report on the impact of the use of mandatory arbitration on Tesla’s employees and workplace culture. The report should evaluate the impact of Tesla’s current use of arbitration on the prevalence of harassment and discrimination in its workplace and on employees’ ability to seek redress.”
2020
In March, 2020, we contacted the company again, offering to discuss the shareholder resolution we had filed. In the following communications, it became apparent that Tesla had been unaware that our resolution was filed. An investor relations employee held an initial call with our team yet did not engage on the issue at hand nor did they make a request for us to withdraw our proposal. We began to prepare for Tesla’s investors to vote on our request.
When investors voted at Tesla’s July, 2020, annual meeting, 27% supported the resolution’s request. Afterwards, Nia Founder and CIO Kristin Hull said, “it was a win because it was an important move in a much larger and longer campaign.”
2021
In 2021, Nia filed its shareholder resolution again, intending to keep pressure on Tesla to improve its workplace practices, and to ensure that the unfair use of arbitration continued to be discussed in the media. The resolution received 46% support, illustrating that a significant number of institutional investors were uncomfortable with arbitration as a practice.
In October 2021, while Nia was actively working to address issues of racial discrimination, a California court ordered Tesla to pay a Black contractor $137 million (this was later reduced to $15 million) for racial discrimination he endured while working in the Fremont, California, factory.²
2022
By 2022, many employees had come forward with allegations of harassment and discrimination at Tesla, some reaching out directly to Nia and speaking out only after they were assured that their identity was concealed. Of particular note, in February 2022, California’s Department of Fair Employment and Housing (DFEH) announced it was suing Tesla alleging years of racist treatment of Black employees. DFEH had received hundreds of complaints and claimed that it had evidence that Tesla operated a segregated workforce “where Black workers are subjected to racial slurs and discriminated against in job assignments, discipline, pay, and promotion.”³
Kristin Hull gave a speech at the Tesla AGM in August 2022. Perhaps as a result of the shifting legislative landscape, support for our resolution unexpectedly dropped to 38%, significantly higher than 2020, but disappointingly lower than 2021. After the 2021 vote, there were significant changes in the legal landscape associated with mandatory arbitration. The Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act passed into law on March 3, 2022. This outlawed the use of arbitration in cases of sexual harassment. Unfortunately, employers remain able to compel arbitration associated with harassment and discrimination on the basis of any other characteristic – such as race and ethnicity.
Alongside Whistle Stop Capital, we began coordinating a group of 26 institutional investors and 15+ organizations in determining the best next steps in encouraging this company with so much promise to take its human capital management and corporate governance practices seriously. This wide ranging group of concerned investors, including public pension funds, large European asset managers, foundations and religious organizations has met regularly to collaborate and coordinate efforts to hold Tesla accountable.
2023
In November 2023, Nia responded to Elon Musk’s anti-semitic statements. Kristin Hull appeared in media interviews to call on the board to step in and address Musk’s behavior and improve the company’s governance on behalf of shareholders.
2024
In January of 2024, Hull again asked for the board to intervene after Musk made a statement in which he claimed that Boeing’s safety issues with the 737 MAX planes were a result of DEI initiatives.⁴ Additionally, Hull commented in Reuters, that the Tesla board was beholden to Musk, and that this was common at other tech companies as well, calling it: “The bro-show.”⁵
In 2024, the Wall Street Journal reported concerns about Musk’s behavior and highlighted the composition of the board, questioning whether the board was able to carry out their role of oversight. Hull was invited to join CNBC’s Power Lunch to discuss the scrutiny Tesla is now under.
Nia CIO Kristin Hull delivered a speech at the Austin AGM on June 13, 2024, where she shared the highlights of our co-filed resolution.
2025
The year started out with a win.
On November 28th, 2024, Nia Impact Capital submitted another shareholder resolution to the SEC urging the Tesla Board to improve its oversight of human capital management and employee reporting practices.
We are pleased to share that we withdrew the resolution February 10th as Tesla’s Board of Directors committed to implementing policies that substantially address our concerns and has formalized this commitment with the SEC and in their 10-K filing.
Our resolution specifically requested Tesla to disclose:
1. How and how often the Compensation Committee reviews the company’s human capital management practices.
2. Any changes in company policies or practices related to human capital management that the Board has suggested or directed in the last five years.
Tesla’s Response
Following discussions between management and the Board, additional disclosures were included in the 2024 Annual Report (10-K) released January 30th, outlining the Compensation Committee’s oversight of human capital management practices.
This is the first time we know of that the Tesla board has responded positively to shareholder concerns. This commitment is a step in the right direction for Tesla’s 125,000+ global employees—and for investors who prioritize transparency and corporate responsibility.
Nia is glad to see that the shareholder activism we have led has gained traction with the media, the public, investors and the board of directors. As investors we see strong human capital management as essential for fostering a healthy company culture, for maximizing the ability to attract, hire, and retain top talent and for driving long-term financial performance. Corporate engagement is at the heart of our active ownership approach, ensuring companies remain accountable to their stakeholders and committed to sustainable and responsible business practices.
Stay tuned as we monitor the effects of these board commitments on the Tesla workforce.
Sources
1. Holger, D. (2019, October 26) The Business Case for More Diversity.
A 2019 study of the S&P 500 by the Wall Street Journal found that the 20 most diverse companies had an average annual five year stock return that was 5.8% percent higher than the 20 least-diverse companies.
2. New York Times. (2022, April 14) Judge reduces $137 million penalty against Tesla over factory racism.
3. Alim, F. (2022, February 10) DFEH Sues Tesla, Inc. for Race Discrimination and Harassment.
4. Root, A. (2024, January 12) Elon Musk Says Boeing Has a Diversity Problem. The Evidence Says Otherwise.
5. Hals, T. (2024, January 31) Judge voids Elon Musk's 'unfathomable' $56 billion Tesla pay package.
Important Disclosure
The views presented in this case study are those of Nia Impact Advisors, LLC (“NIA”). This document is for informational purposes to illustrate Nia’s engagement and activism. This shareholder engagement case study is not intended to be construed as legal, tax or investment advice. This presentation does not constitute an offer to sell or the solicitation of any offer to buy any security. Any mention of an individual security is for illustrative purposes only and is not to be considered a recommendation to buy or sell a security. This article does not constitute a personal recommendation or take into account the particular investment objectives, financial situation or needs of individual clients. These materials do not purport to contain all the information that an interested party may desire, or require, to make a fully considered investment decision. Investors should consider whether any advice or recommendation associated with this commentary is suitable for their particular circumstances and, if appropriate, seek professional tax or legal advice before making any investment decisions. There is a risk with any investment that you may lose money, including all the principal invested. Past performance is no guarantee of future returns. All third party information is obtained from sources believed to be reliable, and NIA does not certify the accuracy or completeness of this information. Tesla stock is not currently held in any of Nia’s four core portfolios. However to continue our engagement on these issues and our efforts to hold this company accountable, Nia continues to hold stock in the company.