Overview

• The proposal would grant Musk up to 12% in additional Tesla shares, or about 423.7 million shares, with a potential value near $1 trillion if targets are fully met by 2035.
• Market‑cap hurdles run from $2 trillion for the first tranche to roughly $8.5 trillion for the full award, paired with operational milestones such as 20 million vehicles delivered, one million robotaxis in service, one million AI robots sold, and about $400 billion in EBITDA.
• Musk must remain at Tesla for at least 7.5 years to access initial tranches and around 10 years for the full payout, with later tranches tied to establishing a CEO successor framework.
• If fully vested, the package would significantly increase Musk’s voting power toward his stated goal of roughly a 25% stake, intensifying governance and dilution questions.
• The filing follows a Delaware ruling that voided Musk’s 2018 pay award, now on appeal, as Tesla operates from Texas and asks investors to also consider authorizing a potential investment in Musk’s AI firm xAI against a backdrop of recent sales and profit declines.