Overview

• Tesla’s proposal would grant up to 423.7 million shares across 12 tranches tied to market-cap targets that rise from $2 trillion to $8.5 trillion within 10 years, with sustained thresholds measured over 30 days or six months.
• The plan also requires operating milestones including 20 million vehicles delivered, 10 million paid Full Self-Driving subscriptions, 1 million Optimus robots delivered, and 1 million driverless robotaxis in commercial service, with unmet goals forfeiting related tranches.
• In its proxy, Tesla argues the award is needed to keep Musk’s focus on the company as his wealth and voting control have shifted toward private ventures such as SpaceX and xAI.
• The filing acknowledges public scrutiny of Musk and past compensation disputes, and follows earlier legal challenges to his 2018 package even after a 2024 shareholder vote to uphold it.
• Recent reporting highlights weakening Tesla sales and market share in key regions and rising competition, fueling skepticism that the company can meet the proposal’s aggressive targets.