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Tesla Shareholders Vote Today on Musk’s Performance-Tied Pay Worth Up to $1 Trillion

Proxy advisers urge rejection of the unprecedented, performance‑tied award, with results due after Tesla’s Austin meeting.

Overview

  • The board-backed plan would grant Elon Musk 12 tranches of stock options over up to a decade, contingent on milestones that include market‑cap thresholds from $2 trillion to $8.5 trillion and demanding operational goals.
  • Musk currently owns about 13% of Tesla and, under Texas corporate rules, can vote roughly a 15% stake, a block that could prove decisive alongside the company’s large retail base.
  • Supporters include Baron Capital, Charles Schwab and Florida’s state investment board, who argue the package aligns incentives and helps retain Musk as Tesla pivots to AI, autonomy and robotics.
  • Opponents including proxy firms ISS and Glass Lewis, Norway’s sovereign wealth fund and CalPERS cite the award’s size, dilution, governance risks and the absence of requirements on Musk’s time commitment or political activity.
  • If approved in full, the award could lift Musk’s stake to about 25% and he would start earning tranches at a $2 trillion valuation; prediction markets have priced high odds of passage, with the formal tally expected after the meeting.