Overview

• Twelve performance tranches could grant Musk more than 423 million additional shares, or about 12% of Tesla, with a preliminary fair value of roughly $87.8 billion.
• The first tranche would unlock at a $2 trillion valuation, with subsequent steps increasing by $500 billion and a final target near $8.5–$8.6 trillion.
• Payouts require operational milestones including delivery of 20 million vehicles, 1 million robotaxis in commercial operation, 1 million Optimus humanoid robots, and adjusted EBITDA of $400 billion.
• The award requires Musk to remain as CEO or another executive officer, with holding periods designed to keep him at Tesla for roughly 7.5 to 10 years to fully realize shares.
• If fully earned, Musk’s stake would rise to at least about 25%, intensifying governance scrutiny as Tesla appeals the Delaware ruling that voided his 2018 plan and after an interim stock grant of about $29–30 billion in August; the proxy also flags a non‑binding proposal to consider a stake in xAI.