Tesla Shareholders to Vote on Elon Musk’s $1 Trillion Pay Package

TSLA
November 05, 2025

Tesla shareholders will decide on Thursday, November 6, 2025 whether to approve a performance‑based pay package that could be worth up to $1 trillion for CEO Elon Musk. The proposal, presented by the board on November 4, ties the award to a series of ambitious milestones: a $8.5 trillion market capitalization, delivery of 20 million vehicles, deployment of 1 million robotaxis and 1 million Optimus humanoid robots, 10 million full‑self‑driving subscriptions, and $400 billion in EBITDA. If approved, the package would add 423 million shares to Musk’s holdings, potentially raising his voting stake to roughly 25% from the current 12‑13%.

Tesla’s current market capitalization sits between $1.39 trillion and $1.56 trillion, meaning the target represents a more than six‑fold increase. The board frames the package as a retention tool amid growing scrutiny of Musk’s attention to other ventures, while also aligning his incentives with Tesla’s strategic pivot toward AI and robotics. The Optimus robot and robotaxi milestones are central to the company’s future valuation narrative, but they remain high‑risk, high‑reward projects that could reshape Tesla’s product mix and revenue streams.

Investor reactions have already hardened. Norway’s sovereign wealth fund, Norges Bank Investment Management, which holds a 1.14% stake, announced it will vote against the proposal, citing the award’s size, dilution impact, and insufficient mitigation of key‑person risk. Proxy advisors ISS and Glass Lewis also recommend rejection, while Egan‑Jones issued split recommendations. BlackRock, Vanguard, and State Street have not yet disclosed their positions. The announcement of the Norwegian fund’s opposition triggered a 3.7% decline in Tesla’s share price on the day of the announcement, underscoring market sensitivity to governance and compensation concerns.

The outcome of the vote carries significant governance implications. Approval would elevate Musk’s voting power to about a quarter of the company, potentially giving him decisive influence over strategic decisions and board composition. The unprecedented scale of the award raises dilution concerns for other shareholders and highlights the board’s reliance on a single individual to drive Tesla’s long‑term growth. The ambitious milestones, while potentially transformative, also expose the company to execution risk, as the success of AI and robotics initiatives remains uncertain.

Historically, Musk received a 2018 performance package that was later challenged in court, illustrating the legal and regulatory scrutiny that accompanies large executive awards. The current proposal is larger and more complex, reflecting the board’s intent to align Musk’s incentives with Tesla’s aggressive growth targets. The package’s design signals a continued emphasis on retaining Musk’s leadership while attempting to balance shareholder interests with the company’s long‑term strategic vision.

The shareholder vote on November 6 will determine whether Tesla continues to rely on Musk’s leadership under an unprecedented compensation structure and whether shareholders accept the associated dilution and governance risks. The decision will shape Tesla’s strategic direction and the balance of power within the company for years to come.

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