Elon Musk likely to win Tesla shareholder vote on $1 trillion CEO pay plan
Tesla is set to announce on Thursday the results of a shareholder vote on whether CEO Elon Musk should receive a nearly $1 trillion stock-based pay package over the next decade. The outcome appears largely predetermined, with Musk’s substantial ownership stake and loyal retail investor base expected to carry the vote despite proxy advisors Glass Lewis and ISS recommending against the plan. Results will be shared following Tesla’s annual meeting in Austin, Texas.
Board Chair Robyn Denholm and other supporters argue the package is critical to keeping Musk at Tesla, highlighting his role in the company’s robotics and AI initiatives. Investor Ron Baron praised Musk on X, calling him the “ultimate ‘key man’” whose drive and standards are central to Tesla’s success. Opponents, including Norway’s $2 trillion sovereign wealth fund and shareholder advocate James McRitchie, have expressed concerns about the package’s size, potential dilution, and broader financial and operational risks, particularly as federal EV tax credits wind down.
The pay plan, unveiled in September, ties 12 tranches of stock to ambitious targets over the next decade, including Tesla achieving a $2 trillion market cap for the first tranche, rising to $8.5 trillion for the final tranches. Additional benchmarks include delivering 20 million vehicles, reaching 10 million active full self-driving subscriptions, producing 1 million robots, and operating 1 million robotaxis. Musk currently owns about 13% of Tesla, with the plan potentially increasing his stake to roughly 25%.
The package also includes significant flexibility for Musk. He is not required to dedicate a minimum time to Tesla, nor are his political or external business engagements restricted. The award allows “covered events” such as natural disasters, wars, pandemics, or regulatory changes to count toward milestones. Musk oversees multiple ventures outside Tesla, including SpaceX, xAI, Neuralink, and The Boring Company, and has been politically active, particularly in support of former President Donald Trump.
Critics argue the plan lacks accountability, given Musk’s extensive outside commitments. Corporate governance expert Nell Minow described Musk as a “part-time CEO” and said she would vote against the pay plan, noting that the CEO has not committed to limiting outside activities or political involvement. Shareholders are casting votes following a Delaware court ruling that rescinded Musk’s 2018 pay plan, which was found to have been improperly granted.
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