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Tesla Finalizes Musk’s Trillion-Dollar, Milestone-Based Pay Plan After Contentious Vote

An SEC filing makes the all‑stock award official, highlighting escalating CEO pay and governance risk.

Overview

  • Tesla reported 75% support for the package including insider votes, while a subsequent filing showed roughly 66% approval when board and executive holdings were excluded.
  • The award consists of 12 tranches tied to market‑cap steps up to $8.5 trillion paired with vehicle, Full Self‑Driving, robotaxi, Optimus robot, and escalating adjusted EBITDA targets.
  • Musk receives no payout unless the specified milestones are achieved, according to the terms disclosed in the SEC Form 4.
  • Institutional investors and proxy advisers including Norges, ISS, Glass Lewis and CalPERS opposed the plan, citing dilution, key‑person risk and the prospect of increased control.
  • Analysts and experts question the feasibility and regulatory path for goals such as one million robotaxis and one million humanoid robots, as Warren Buffett’s final shareholder letter criticizes rising CEO pay.