Overview

• Filed with the SEC on Sept. 5, the proposal would grant Musk up to 12% of Tesla’s current equity over a decade, contingent on extreme targets including a market value near $8.5 trillion.
• The award is structured in tranches tied to valuation and operations, with one example granting roughly $20 billion in stock if Tesla reaches a $2 trillion market cap.
• The plan extends beyond autos by tying payouts to goals such as mass production of robotaxis and humanoid robots, and it contemplates Tesla investing in Musk’s AI startup xAI.
• Shareholders must approve the package, which arrives as legal battles continue over Musk’s annulled 2018 pay deal in Delaware and follows a provisional August grant valued around $29 billion.
• If fully earned, Musk’s stake could rise to about 25%, intensifying governance and dilution concerns, as Tesla trades near $1 trillion and faces weaker vehicle sales and tougher competition; the stock rose about 2% after the filing.