Overview

• Tesla’s proposal would grant Musk up to 12% of the company’s current capital only if the market value reaches about $8.5 trillion, far above today’s roughly $1 trillion.
• Payouts would vest in tranches tied to market-cap and operational milestones, including robotaxis and humanoid robots, with roughly $20 billion in stock if Tesla hits a $2 trillion valuation.
• The board says the package is designed to retain and incent Musk and to focus Tesla on AI and robotics, with the proposal also outlining potential investment in his AI startup xAI.
• Full vesting could lift Musk’s ownership toward 25%, increasing his voting power and raising governance and dilution concerns.
• The plan requires a shareholder vote and is expected to draw legal scrutiny given the overturned 2018 award and ongoing litigation, after a provisional ~$29 billion restricted-share grant in August.