Overview

• The package, disclosed in a proxy filing, grants up to roughly 423 million shares across 12 tranches, equal to about 12% of Tesla’s current shares, with a preliminary fair value of about $87.8 billion.
• A full payout requires Tesla to reach at least about $8.5 trillion in market value by 2035, with the first tranche unlocking at $2 trillion and operational milestones that include 20 million vehicle deliveries, 1 million robotaxis, 1 million humanoid robots, and a large adjusted EBITDA target cited at $400 billion.
• Musk would receive no salary or cash bonus, and he must remain in a qualifying Tesla leadership role for at least 7.5 years to cash any shares and 10 years to earn the full award.
• If all targets are met, Musk’s ownership would rise to at least 25% with reporting citing roughly 29% voting control, increasing his influence over the company.
• The proposal follows an interim restricted‑stock grant of about $29 billion and comes as Tesla appeals the Delaware court decision voiding Musk’s 2018 package, with state supreme court arguments set for Oct. 15; the proxy also floats a non‑binding proposal to consider a stake in Musk’s xAI.