Stakes Sky‑High: Tesla, Inc. Board Warns Vote on Elon Musk’s $1 Trillion Pay Plan Is ‘Critical’

The board of Tesla, led by Chair Robyn Denholm, has delivered a stark message to shareholders: failure to approve a proposed compensation package worth up to $1 trillion for CEO Elon Musk may trigger his departure from the company.

The pay plan would award Musk as much as 12 % of Tesla’s equity—if the company meets ambitious milestones like reaching an $8.5 trillion market valuation and achieving major advances in autonomous driving and robotics. Denholm emphasized that Musk’s “time, talent and vision” are essential for Tesla’s future, and that approving the plan is fundamental to retaining his leadership.

But the proposal has alarmed some governance experts and proxy advisory firms, citing concerns over size, structure, and independence of the deal. The upcoming shareholder vote, scheduled for November 6, will test investor appetite for what would be the largest executive compensation arrangement in corporate history.

The shareholder vote, set for November 6, will determine whether Tesla proceeds with what would be the largest executive compensation package in corporate history. Supporters argue the plan reflects Musk’s unique role in driving Tesla’s innovation and growth. Critics point to corporate governance concerns and the scale of the potential payout. The outcome will have significant implications for Tesla’s leadership, future direction, and investor priorities.

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