Three US public pension funds send letter to SpaceX CEO Musk over governance ahead of IPO

The letter was signed by New York State Comptroller Thomas DiNapoli; New York City Comptroller Mark Levine; and California Public Employees' Retirement System CEO Marcie Frost. It raises concerns about SpaceX's reported governance structure to be disclosed in its registration statement, warning it could heavily favor management and diminish protections for public investors. The officials note that the structure would empower Musk through super-voting Class B shares, allowing him to retain about 79% of voting power while owning roughly 42% of the company’s equity, and could make it difficult to remove him as CEO and chair. They also object to SpaceX's plan to adopt a controlled-company status and highlight Musk’s leadership roles across multiple companies (including Tesla, X, xAI, The Boring Company, and Neuralink), arguing potential conflicts and competing demands on his time. Removal of Musk would, as a mathematical matter, require his own vote, effectively making him unfireable without his consent. The letter was also addressed to SpaceX President Gwynne Shotwell and CFO Bret Johnsen. The pension funds urged SpaceX to abandon the proposed governance model prior to IPO filings and adopt reforms such as one-share-one-vote, a majority-independent board, separation of CEO and chair roles, and removal of mandatory arbitration provisions for shareholder claims. The broader context notes the IPO could value SpaceX at about $1.75 trillion and raise nearly $75 billion.