Overview

• Tesla’s proposed CEO Performance Award would grant Elon Musk up to about 423.7 million additional shares across 12 tranches over a decade, roughly 12% of the company and potentially raising his voting power to around 25%.
• Vesting depends on ambitious milestones such as reaching a market capitalization of $8.5 trillion, generating up to $400 billion in annual EBITDA, operating one million robotaxis and delivering one million humanoid robots.
• The board frames the plan as necessary to retain and focus Musk on Tesla’s AI and robotics strategy, with multi‑year service requirements and a CEO succession‑planning condition attached to the final tranches.
• The package was granted on September 3 but requires shareholder approval on November 6; unlike the 2018 plan voided in Delaware, Musk can vote his shares and Tesla’s Texas reincorporation with a 3% suit threshold affects potential challenges.
• Analyst views are split, with supporters citing massive upside from robotaxis and humanoid robots and others labeling the targets extraordinarily aggressive for a company whose vehicle sales have recently declined.