Overview

• At full achievement, Musk could receive up to roughly 12% additional Tesla stock, significantly increasing his stake beyond his current ~13% and raising dilution and control concerns.
• The plan sets market-cap targets from $2 trillion for the first tranche to about $8.5 trillion by 2035 for the full award, with each tranche also requiring an operational milestone.
• Operational hurdles include 20 million vehicles delivered, one million robotaxis in service, one million AI-enabled robots sold, and at higher tiers as much as $400 billion in EBITDA.
• Tenure provisions require Musk to remain at Tesla at least 7.5 years to access initial shares and 10 years to earn the full package.
• The proposal replaces a 2018 award voided by a Delaware judge and follows an interim 96 million-share grant; the November meeting will also consider a potential Tesla investment in Musk’s xAI as the company navigates falling deliveries and profits.