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The upcoming annual shareholder meeting for Tesla is poised to be a significant event, particularly regarding CEO Elon Musk’s proposed compensation package, which has sparked considerable debate. Chairperson Robyn Denholm has issued a warning: if shareholders reject the staggering $1 trillion pay deal, Musk may contemplate stepping down.
This situation underscores the pressure on Tesla’s board as they prepare for the vote scheduled for November 6.
Understanding the compensation proposal
The proposed compensation package is considered one of the largest in corporate history. It diverges from traditional executive pay systems by eliminating a fixed salary or guaranteed bonuses.
Instead, Musk’s potential earnings hinge entirely on Tesla’s performance over the coming decade. This performance-based compensation model aims to keep Musk motivated and aligned with the company’s long-term objectives, as emphasized by Denholm in her letter to shareholders.
Key components of the plan
The new compensation structure includes 12 tranches of stock options that will only vest when Tesla meets a series of ambitious milestones. These goals are both financial and operational in nature:
- Market valuation:Increasing Tesla’s market capitalization from approximately $1 trillion to an impressive $8.5 trillion.
- Vehicle deliveries:Expanding annual deliveries from under 2 million to an extraordinary 20 million.
- Robotaxi deployment:Launching 1 million autonomous robotaxis, showcasing advancements in technology and adherence to regulatory standards.
- AI robotics:Producing 1 million humanoid AI robots as part of the ongoing Optimus initiative.
- Financial performance:Achieving $400 billion in adjusted EBITDA, which would significantly exceed Tesla’s current earning capacity.
To fully benefit from this package, Musk must remain with Tesla for a minimum of 7.5 years, with a complete vesting period extending up to 10 years.
This tenure requirement is designed to keep Musk focused on Tesla, despite his involvement with other projects like SpaceX and Neuralink.
Shareholder sentiments and governance concerns
As the November vote nears, the atmosphere is tense. The board’s close ties to Musk have come under scrutiny, raising questions about their commitment to shareholder interests. A recent ruling by a Delaware court invalidated Musk’s $56 billion pay package due to governance issues, intensifying concerns. Advisory firms such as Glass Lewis and Institutional Shareholder Services are now recommending against the new proposal, reflecting a divided sentiment among shareholders.
Potential consequences of the vote
The implications of this vote extend beyond Elon Musk’s role at Tesla. If shareholders reject the proposed pay package, it may indicate declining investor confidence in the company’s governance, potentially affecting Tesla’s stock performance. Conversely, if the pay package receives approval, it could trigger a rise in Tesla’s shares, reinforcing faith in Musk’s vision and his capacity to navigate the company toward substantial growth.
Notably, despite the surrounding controversy, Tesla’s stock has exhibited an upward trend, suggesting that a segment of investors remains optimistic about the company’s future. This contrast underscores the complexities of the current situation as stakeholders consider the ramifications of Musk’s potential departure.
The future of Tesla and Musk’s leadership
The outcome of the upcoming vote will significantly impact both Elon Musk and Tesla. If Musk secures the compensation he seeks, he could become the world’s first trillionaire. This milestone highlights the ambitious nature of the proposal. Conversely, if shareholders deem the package excessive, it may prompt a reassessment of the board’s strategies and governance practices.
The forthcoming shareholder meeting marks a pivotal moment for Tesla. Investors face the challenging decision of whether to support a plan that could enhance Musk’s wealth and influence or to contest a structure viewed by some as excessive amid recent business challenges.



