Overview

• Tesla’s proxy outlines 12 tranches granting up to roughly 12% of current shares (about 423 million) if paired market-cap and operational milestones are met, with a preliminary fair value of about $87.75 billion.
• The first tranche would unlock at a $2 trillion market value, with most subsequent steps in $500 billion increments and a top target of at least $8.5 trillion by 2035, per the filing and board chair Robyn Denholm.
• Operational goals include cumulative delivery of about 20 million vehicles, deployment of 1 million robotaxis, delivery of 1 million humanoid robots and very large adjusted EBITDA targets, with service requirements keeping Musk in a senior role.
• If fully earned, the award would lift Musk’s ownership to at least about 25%, increasing his voting power and diluting existing shareholders, according to the proxy.
• The proposal follows a Delaware court ruling voiding Musk’s 2018 package, an appeal with Oct. 15 oral arguments, and an interim restricted-stock grant of roughly $29–30 billion; the proxy also flags a shareholder vote on a potential Tesla stake in Musk’s xAI.