Overview

• A group led by SOC Investment Group with unions and public fund officials, including New York City Comptroller Brad Lander, asked investors to vote down the proposal and to remove Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson from the board.
• The plan could grant Elon Musk up to roughly 12% of Tesla’s shares, valued around $1.03 trillion if an approximately $8.5–$8.6 trillion market capitalization and other milestones are achieved over the next decade.
• Performance triggers cited in filings and reports include mass production of robotaxis, deployment of one million Optimus robots, annual profit of $400 billion, and about 12 million vehicle deliveries by 2035.
• Tesla defended the package as purely performance-based, stating that Musk receives nothing unless targets are met, with a shareholder vote set for the company’s November annual meeting.
• Critics argue the board lacks independence, the targets are vague or insufficiently rigorous, the award would dilute existing holders, and it does not secure Musk’s focused commitment to Tesla.