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Proxy adviser Glass Lewis has urged Tesla shareholders to vote against Elon Musk’s $56bn pay award and a proposal to reincorporate the electric vehicle maker in Texas, a major blow for the board ahead of its crucial annual meeting next month.

Glass Lewis said the chief executive’s package of share options was unduly dilutive and of “excessive size” in a report released on Saturday. It also criticised the proposed move to Texas as offering “uncertain benefits and additional risk” to shareholders.

The proxy adviser also raised issues with Musk’s “slate of extraordinarily time-consuming projects”, in particular the 2022 acquisition and ongoing overhaul of Twitter, now known as X, which it claims are distracting the billionaire from leading the world’s largest EV manufacturer. Musk also runs SpaceX, Neuralink and the Boring Company.

Tesla’s board has been lobbying investors to re-ratify the $56bn award given in 2018, which was struck down by a Delaware judge in January due to concerns over its size and the independence of the board. In response, Musk vowed to leave the state and move Tesla’s incorporation to Texas.

Tesla chair Robyn Denholm has argued that Musk deserves to be paid so much because the company hit ambitious targets for revenue and its stock price. She brushed off criticism she is too close to the CEO as “crap”.

Glass Lewis’s recommendations are significant because they influence the voting of large institutional investors such as Vanguard, Capital Group, Norges and State Street, all of whom are top-10 shareholders in Tesla and voted against the pay proposal the first time around. Nevertheless, the proposal passed with 73 per cent approval.

Fellow proxy adviser ISS is expected to release its own report soon ahead of Tesla’s June 13 annual meeting.

While winning the pay vote would not overturn the court’s decision, the carmaker hopes it will prove investors still back the package six years later and could be decisive in subsequent legal appeals.

If successful, Musk’s stake will jump to more than 20 per cent from 13 per cent. A loss would be symbolically damaging for Denholm and the rest of the board and raise questions about Musk’s future at Tesla. He has threatened to develop future artificial intelligence products elsewhere if he does not gain greater control of the automaker, which he is repositioning as an AI and robotics company.

Some large investors have indicated they are prepared to back the award regardless of proxy advice. Baillie Gifford’s flagship Scottish Mortgage Investment Trust told the FT this week that it was in favour because Musk had delivered “remarkable corporate performance leading to huge creation of value for shareholders”.

Tesla also has to persuade thousands of retail investors around the world to vote in favour of the resolutions. They account for about 30 per cent of shares, an unusually high amount for a listed company, and will be crucial in the outcome.

On the pay vote, a simple majority must be in favour, excluding those shares owned by Musk and his brother Kimbal. Reincorporation in Texas has a higher bar, requiring a majority of all shares outstanding, meaning those not cast are counted as a “no”.

Glass Lewis also recommended voting against the re-election of Kimbal to the eight-person board, warning “shareholders may reasonably consider the board’s overall independence to be a material concern.”

When special education teacher Dale Ebcas moved from his home in the Philippines to the tiny village of Upper Kalskag in Alaska back in the winter of 2020, the warmest layer he brought with him was a trench coat: “I was imagining a weather like, you know, Korea,” he laughs. “Because I’m a fan of watching Korean movies and it’s like, ‘oh, they’re just wearing trench coats… it seems like it might work’.”

The average temperature in the Philippines’ coldest month is just about 78 degrees Fahrenheit. By contrast, the climate in Upper Kalskag is semi-arctic and snow can blanket the ground for more than half the year.

Needless to say, the trench coat didn’t cut it – Ebcas had to borrow a down jacket from the principal of the school where he’d been hired.

His school district – the Kuspuk School District in Western Alaska – is about the same size as the state of Maryland. While the region is large, the student population is small: only 318 kids spread out across seven villages and none are connected by a road system. Here, like in many other rural school districts across America, it’s a struggle to fill nearly 40 teaching positions. That’s why the Kuspuk School District is bringing in educators like Ebcas from over 5,000 miles away – so many of them, in fact, that they now make up more than half the district’s teaching staff. It’s one of many school districts around the country who are addressing a shortage of teachers by relying on special visas that allow foreign teachers to come work in the U.S.

Ebcas is from Cagayan de Oro City, on the Philippine island of Mindanao – an island with a population of more than 26 million people. By contrast, there are just over 200 people in Upper Kalskag. While winters are long and the community is tiny, Ebcas says he enjoyed teaching in Alaska so much that he encouraged other teachers he knew from the Philippines to join him.

Second grade teacher Vanissa Carbon said that the adjustment to winter in Alaska took some patience. “Oh my God, it’s so long,” she laughed. But she appreciates the community in Upper Kalskag for its similarities to Filipino culture.

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His aunt, Vanissa Carbon, now teaches second grade in Upper Kalskag. Although she says the winter in Upper Kalskag is long, she’s been pleasantly surprised by life here, where the population is predominantly Indigenous. “The people here are also like Filipinos – their culture is somehow the same in terms of close family ties, being together on occasions and helping each other,” says Carbon.

In the Kuspuk School District, teachers who come from the Philippines say they can make 15 times the amount of money they could at home, in addition to benefits. And they have access to teaching tools and technologies that aren’t as readily available in the Philippines.

“I was quite fascinated with the fact that we have resources that are really readily accessible to students with special needs,” Ebcas says. He points to tools like a ‘talking pen,’ which assists students in learning to read, among other technologies. “These kinds of devices, we don’t have them in the Philippines. … It’s very expensive,” he says.

Dale Ebcas is from one of the most populated islands in the Philippines. He travelled more than 5,000 miles to teach special education at an elementary school in the village of Upper Kalskag, Alaska. Just over 200 people live there.

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Aguillard did her PhD research on the special education system in the Philippines. She says the requirements for students working toward teaching degrees there aren’t so different from what’s required in the U.S. “Their studies were purely 100 percent based on the U.S. model of students receiving special education services.” She says her research was in the back of her mind when her school district opted to pursue hiring foreign teachers.

Both Ebcas and Carbon are here on J-1 visitor visas, which are good for three years and can be extended for two more. The J-1 is a cultural exchange visa, and J-1 Visa holders often fill summer service positions related to the travel industry in Alaska. Childcare workers, including au pairs, also use J-1 Visas. Nationwide, there are more than 5,700 teachers in the US on J-1 Visas, according to the State Department. 91 of them are in Alaska.

“They do have program requirements where they do have to share not only their culture, but also learn about the culture that they are immersed in for their job,” says Superintendent Aguillard. “A big part of education in rural Alaska specifically is the emphasis on cultural heritage and keeping that culture alive, whether it be Alaska Native culture, or whatever culture an individual brings with them to the space they’re in,” she says.

She says the teachers host Filipino-themed events in her school district. “A couple of our teachers have put on informative nights about the Philippines, so they’ll decorate the whole gym, they’ll cook food and do a lecture on Filipino cultural traditions,” she says.

Aguillard says J-1 Visas have had a dramatic positive impact in the Kuspuk School District. “We went from having zero applicants for positions for a year-long posting to over 100 applicants of extremely qualified people with experience and they’re wanting to come teach our students.”

Alaska’s Kuspuk School District serves 318 students spread across a rural region equivalent to the size of the state of Maryland.

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Still, she says the teacher shortage is so dire that 20% of teaching positions at her schools were never filled this year – even with the teachers on J-1 Visas. Now the Kuspuk School District is looking at ways to keep foreign teachers on staff for more than five years. One option is the H-1B Visa – a specialty occupation visa that paves the way for immigration.

Kuspuk isn’t the only remote school district in Alaska utilizing state department visas to fill teaching positions. More than 350 miles south, the Kodiak Island Borough School District administration has hired an immigration lawyer to secure H-1B Visas and they’re also recruiting teachers in the Philippines.

At an Alaska Senate Finance Committee hearing in March, Kodiak Island Borough School District Superintendent Cyndy Mika said the district now hosts its own job fair there. “This year, we went to both Manila and Cebu city,” she said. “We went to Cebu, because it’s rural remote and we knew that those are the types of teachers that would be better integrated into our community.”

In Upper Kalskag, Dale Ebcas extended his J-1 Visa for two additional years, but at the end of the next school year, his time in Alaska will run out as well. He’s won a number of awards for his work in Upper Kalskag, and is also among 20 teachers recognized in Alaska as a 2024 Educator of the Year.

He says it’s a disappointing reality of the J-1 Visa program that he can’t stay on to build on the work he’s already done. “I could have continued the things I do with the community and the kids, if only I could go beyond five years,” he said. “I consider this already as my family, the community here, the kids here.”

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Roula Khalaf, Editor of the FT, selects her favourite stories in this weekly newsletter.

Switzerland has endorsed a long sought-after technology known as “nuclear transmutation” to dramatically reduce the amount of radioactive waste from atomic power plants. 

Nagra, the Swiss national body that manages nuclear waste, said it had spent several months exploring the method proposed by Geneva-based start-up Transmutex and had concluded that the technology could cut the volume of highly radioactive waste by 80 per cent.

Storing highly radioactive material for hundreds of thousands of years has always been a huge and expensive problem for the nuclear industry. 

While more than 20 countries, including the US, France, the UK and South Korea, agreed at the UN COP28 climate negotiations last year to triple nuclear energy capacity by 2050, there is currently no long-term storage site in operation. 

Finland is building the world’s first such facility, which it says will safely guard waste for 100,000 years. 

“Transmutex is trying to solve the problem we have had for a long while in nuclear, which is not safety, actually, but waste,” said Albert Wenger, an investor at Union Square Ventures, which is financing the start-up.  

Nuclear transmutation is the conversion of one element into a different form, known as an isotope, or another element altogether. Transmutation has been a concept of fascination since the days when alchemists tried in vain to turn base metals into gold.

The idea of using the technique for managing nuclear waste has been a subject of interest for decades. Several countries have launched significant programmes to explore transmutation, according to the Nuclear Energy Agency of the intergovernmental OECD. 

Transmutex proposes to use a particle accelerator coupled to a reactor to combine subatomic neutron particles with thorium, a slightly radioactive metal. This produces a uranium isotope that then fissions, releasing energy. Unlike uranium, thorium does not produce plutonium, or other highly radioactive waste.

“If it can be demonstrated to work, you basically get the best of both worlds,” said Jack Henderson, chair of the nuclear physics group at the UK’s Institute of Physics and a researcher at the University of Surrey. “You are able to reduce the level of radioactivity produced by burning up some of the longer-lived isotopes produced in your reactor — and you get energy out at the same time.”

Franklin Servan-Schreiber, chief executive of Transmutex, said transmutation was the “first technology that has been taken seriously by a nuclear waste agency to reduce the amount of nuclear waste”. 

He said it could be used on 99 per cent of the world’s nuclear waste and would reduce the time it remains radioactive to “less than 500 years”.

“This is very significant because you can guarantee waterproof storage for 1,000 years,” he said. He added that the process also reduced the volume of waste by 80 per cent. 

Servan-Schreiber said the idea behind the process had been conceived by Carlo Rubbia, the former director-general of the Cern particle physics laboratory. 

A potential obstacle to the viability of transmutation is the cost of set-up. The price of building a reactor coupled with a particle accelerator is unclear, but the Large Hadron Collider at Cern cost about $4.75bn. 

The study undertaken by Nagra and Transmutex found that the technology could “dramatically reduce the volume of high-graded radioactive waste and reduce the lifetime for a very significant part of that waste category tremendously,” said Matthias Braun, head of Nagra. 

Switzerland voted in a 2017 referendum not to replace its existing four nuclear reactors but Servan-Schreiber said the results gave “credence to this technology for other countries”, adding that he was in talks with at least three countries over a possible deal.