Overview

• A letter led by SOC Investment Group and joined by unions and state financial officials asks investors to vote down the new CEO award and to remove Ira Ehrenpreis, Joe Gebbia and Kathleen Wilson-Thompson from the board.
• The proposed 2025 CEO Performance Award could grant Musk up to roughly $1.03 trillion in stock over about a decade if Tesla reaches around an $8.5–$8.6 trillion market value and hits product milestones tied to robotaxis, humanoid robots and massive profits.
• Tesla defended the plan on X as pay strictly for performance, saying Musk receives no salary or cash bonus and that he gets nothing unless the specified results are achieved, with vesting occurring in tranches.
• Critics argue the board lacks independence and that key targets are vague or manipulable, citing the inclusion of past vehicle deliveries and undefined terms such as subscriptions for Full Self-Driving and what counts as a delivered bot.
• The coalition warns the award could materially increase Musk’s stake and voting power, with analyses pointing to up to roughly 12% additional shares and a potential rise in voting control to as high as 28.8%, and New York’s state comptroller said the pension fund will vote no.