Overview

• An SEC proxy filed Sept. 5 details a 2025 CEO Performance Award granting up to 423.7 million new shares—about 12% of current shares—over a decade, vesting in 12 tranches tied to paired market-cap and operational milestones.
• Full vesting requires Tesla to reach roughly $8.5 trillion in market value by 2035, with the first tranche at about $2 trillion; the award’s preliminary fair value is estimated at about $87.75 billion and could approach $1 trillion if all shares vest.
• Operational targets include cumulative delivery of 20 million vehicles, deployment of 1 million robotaxis, delivery of 1 million Optimus humanoid robots, and around $400 billion in adjusted EBITDA.
• Musk must remain in a senior leadership role for approximately 7.5 years to access any shares and 10 years for the full award, potentially lifting his ownership to at least about 25% and, per the proxy cited in coverage, roughly 29% voting control.
• The Nov. 6 annual meeting will also consider a non-binding proposal on a potential Tesla stake in Musk’s xAI, while the company’s appeal of the voided 2018 pay plan heads to Delaware Supreme Court oral arguments on Oct. 15 after an August interim stock award of about $29 billion.